- Extraordinary general meeting of Broadstone shareholders to be
held virtually and in New York on
December 14, 2021 at 10:00 AM, Eastern Time.
- Business combination with Vertical expected to close on or
about December 16, 2021, subject to
shareholder approval, after which Pubco's ordinary shares and
warrants will be listed on the New York Stock Exchange under the
symbols "EVTL" and "EVTLW," respectively.
- The Broadstone Board of Directors recommends that shareholders
vote "FOR" all the proposals at the shareholder meeting.
LONDON, Dec. 2, 2021 /PRNewswire/ -- Broadstone
Acquisition Corp. (NYSE: BSN, BSN-UN and BSN-WT) ("Broadstone"), a
special purpose acquisition company, has filed its definitive proxy
statement/prospectus with the Securities and Exchange Commission
(the "SEC"), and established November 10,
2021, as the record date in connection with the previously
announced proposed business combination with Vertical Aerospace
Group Ltd. ("Vertical" or "Vertical Aerospace"), a global aerospace
and technology company that is pioneering zero-emissions
aviation.
Broadstone's registered shareholders as of the record date
may vote their shares here.
The definitive proxy statement/prospectus contains important
information about the proposed business combination contemplated by
the Business Combination Agreement, dated as of June 10, 2021, by and among Broadstone, Vertical
Aerospace Ltd. ("Pubco"), Vertical Merger Sub Ltd., Vertical,
Vincent Casey (solely in his
capacity as the representative of the shareholders of Vertical),
and the shareholders of Vertical party thereto. The definitive
proxy statement/prospectus is available at www.sec.gov.
Broadstone has engaged D.F. King & Co., Inc. ("D.F. King")
as its proxy solicitor in connection with the extraordinary general
meeting. Shareholders who need additional copies of proxy
materials, to obtain proxy cards or have questions regarding the
proposals to be presented at the extraordinary general meeting may
contact D.F. King toll-free at (800)
515-4479 (individuals) or (212) 269-5550 (banks and
brokers) or send an email to BSN@dfking.com. To obtain timely
delivery of documents, shareholders must request them no later than
December 7, 2021.
An extraordinary general meeting of Broadstone's shareholders to
approve the business combination will be held virtually and at the
offices of Winston & Strawn, counsel to Broadstone, located at
200 Park Avenue, New York, New
York on December 14, 2021 at
10:00 AM, Eastern Time, and the
virtual meeting can be accessed by visiting
www.virtualshareholdermeeting.com/BSN2021. Broadstone recommends
that you join at least 15 minutes before the extraordinary general
meeting to ensure you are logged in when the extraordinary general
meeting starts. All shareholders of Broadstone are strongly
encouraged to read the definitive proxy statement/prospectus
carefully and in its entirety before voting and to vote as soon as
possible in advance of the extraordinary general meeting.
Broadstone's Board of Directors recommends all shareholders vote
"FOR" all proposals in advance of the Meeting by telephone, via the
Internet or by signing, dating and returning the proxy card upon
receipt by following the easy instructions on the proxy card.
Your Vote FOR ALL Proposals Is Important, No Matter How Many
or How Few Shares You Own.
The business combination is expected to close on or about
December 16, 2021, subject to
Broadstone shareholder approval and the satisfaction of certain
closing conditions. Following the completion of the business
combination, Pubco expects its ordinary shares and warrants to be
listed on The New York Stock Exchange under the symbols "EVTL" and
"EVTLW", respectively.
About Vertical Aerospace
Vertical is pioneering electric vertical take-off and landing
(eVTOL) aviation. The company was founded in 2016 by Stephen Fitzpatrick, an established entrepreneur
best known as the founder of OVO, a leading energy and technology
group and Europe's largest
independent energy retailer. Over the past five years, Vertical has
focused on building the most experienced and senior team in the
eVTOL industry, who have over 1,700 combined years of engineering
experience, and have certified and supported over 30 different
civil and military aircraft and propulsion systems. The company has
successfully designed, built and flown two full scale prototypes
and is currently finalizing the build of its latest aircraft, the
VA-X4.
Vertical's top-tier partner ecosystem is expected to de-risk
operational execution and its pathway to certification, allow for a
lean cost structure and enable production at scale. Vertical has
received conditional pre-orders for a total of up to 1,350 aircraft
from American Airlines, Avolon, Bristow and Iberojet, which
includes conditional pre-order options from Virgin Atlantic and
Marubeni, and in doing so, is creating multiple potential near term
and actionable routes to market.
About the VA-X4 eVTOL Aircraft
The four passenger, one pilot VA-X4 is projected to be capable
of transporting a pilot and four passengers across distances of a
range over 100 miles at top speeds of over 200 miles per hour,
while producing minimal noise and zero operating emissions, with
low cost per passenger mile. The VA-X4 is expected to open up
advanced air mobility to a whole new range of passengers and
transform how we travel. Find out more:
www.vertical-aerospace.com
About Broadstone Acquisition Corp.
Broadstone Acquisition Corp. (NYSE: BSN) was set up by
serial entrepreneurs, operators and investors, Hugh
Osmond, Edward Hawkes and Marc Jonas. It was
established to combine with a UK/European business with a strong
management team, significant growth prospects, and the opportunity
to become a market leader in its sector. Broadstone's executive
team has an extensive track record in value creation. The
combination of a strong internal team, a network of external
resources and the experience of the management team enables
Broadstone to support rapid, substantial, and lasting growth.
To read the full proxy statement, please click
here.
For more information
Vertical Aerospace – UK/Europe - Nepean
Gavin Davis
- gdavis@nepean.co.uk
Samuel Emden
- semden@nepean.co.uk / +447816 459 904
Vertical Aerospace – USA -
FTI
Hamm Hooper & Kayt Pitts -
verticalaerospace@fticonsulting.com / +1 773 786 7286
Broadstone - Edelman
Iain Dey & Olivia
Adebo - Broadstone@Edelman.com / +44 7976
295906
Additional Information and Where to Find It
This communication relates to a proposed business combination
between Vertical and Broadstone (the "proposed business
combination"). This communication does not constitute (i)
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the proposed business combination
or (ii) an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any security of Vertical, Broadstone or
any of their respective affiliates, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
This communication does not contain all the information that
should be considered concerning the proposed business combination
and is not intended to form the basis of any investment decision or
any other decision in respect of the proposed business combination.
Before making any voting or investment decision, investors and
security holders are urged to read the registration statement, the
proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC in connection with the proposed
business combination as they become available because they will
contain important information about the proposed business
combination.
In connection with the proposed business combination, Vertical
has filed a registration statement on Form F-4 (Registration No.
333-257785) with the SEC, which includes a proxy statement of
Broadstone in connection with Broadstone's solicitation of proxies
for the vote by Broadstone's shareholders with respect to the
proposed business combination and a prospectus of Vertical. The
registration statement was declared effective by the SEC on
December 1, 2021. Broadstone also
will file other documents regarding the proposed business
combination with the SEC. Broadstone's shareholders and other
interested persons are advised to read the definitive proxy
statement/prospectus and documents incorporated by reference
therein filed in connection with the proposed business combination,
as these materials will contain important information about
Vertical, Broadstone, and the proposed business combination. The
definitive proxy statement/prospectus and other relevant materials
for the proposed business combination are being mailed to
shareholders of Broadstone as of November
10, 2021, the record date for the extraordinary general
meeting.
Shareholders and investors will be able to obtain free copies of
the registration statement, proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by Vertical and Broadstone through the website maintained by the
SEC at www.sec.gov, or by directing a request to:
info@broadstoneacquisitioncorp.com, or Broadstone Acquisition
Corp., 7 Portman Mews South Marylebone, London, W1H 6AY, United Kingdom. In addition, the documents
filed by Vertical may be obtained free of charge from Vertical's
website at https://vertical-aerospace.com/ or by written request to
Vertical at Vertical Aerospace Ltd., 140-142 Kensington Church
Street, London, W8 4BN,
United Kingdom.
Participants in Solicitation
Vertical and Broadstone and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from Broadstone's shareholders in
connection with the proposed business combination. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the proposed business
combination may be obtained by reading the proxy
statement/prospectus regarding the proposed business combination.
You may obtain free copies of these documents as described in the
preceding paragraph.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Broadstone's and
Vertical's actual results may differ from their expectations,
estimates and projections and, consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue" and
similar expressions (or the negative versions of such words or
expressions) are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Broadstone's and Vertical's expectations with respect
to future performance and anticipated financial impacts of the
proposed business combination, the satisfaction of the closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from those discussed in the forward-looking statements.
Most of these factors are outside Broadstone's and Vertical's
control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of
any event, change, or other circumstances that could give rise to
the termination of the definitive business combination agreement
(the "Agreement"); (2) the outcome of any legal proceedings that
may be instituted against Broadstone and Vertical following the
announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the
shareholders of Broadstone and Vertical, certain regulatory
approvals, or satisfy other conditions to closing in the Agreement;
(4) the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Agreement or could
otherwise cause the transaction to fail to close; (5) the ability
to implement business plans, forecasts and other expectations after
the completion of the business combination, and identify and
realize additional opportunities; (6) the potential inability of
Vertical to produce or launch aircraft in the volumes and on
timelines projected; (7) the potential inability of Vertical to
obtain the necessary certifications on the timelines projected; (8)
the potential that certain of Vertical's strategic partnerships may
not materialize into long-term partnership arrangements; (9) the
impact of COVID-19 on Vertical's business and/or the ability of the
parties to complete the proposed business combination; (10) the
inability to list Vertical's ordinary shares on the NYSE following
the proposed business combination; (11) the risk that the proposed
business combination disrupts current plans and operations as a
result of the announcement and consummation of the proposed
business combination; (12) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of
Vertical to grow and manage growth profitably, and retain its key
employees; (13) costs related to the proposed business combination;
(14) changes in applicable laws or regulations; (15) the
possibility that Vertical or Broadstone may be adversely affected
by other economic, business, and/or competitive factors; and (16)
other risks and uncertainties indicated from time to time in the
final prospectus of Broadstone for its initial public offering and
the proxy statement/prospectus relating to the proposed business
combination, including those under "Risk Factors" therein, and in
Broadstone's other filings with the SEC. Broadstone cautions that
the foregoing list of factors is not exclusive. Broadstone cautions
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Broadstone does
not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions, or circumstances on which any such statement is
based.
Disclaimer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy, any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer or
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
