Legacy Acquisition Corp. (NYSE:LGC) and Onyx
Enterprises Int’l Corp. (d/b/a CARiD.com), have entered into a
definitive business combination agreement
Onyx, a Leading Digital Commerce Automotive
Aftermarket Platform, To Become a Public Company
Legacy Acquisition Corp. Enters into Warrant
Holder Support Agreements to Amend Terms of Warrants
Investor Conference Call Schedule for 9:00 a.m.
ET on Monday, September 21
Legacy Acquisition Corp. (NYSE: “LGC”) (“Legacy”), a
publicly-traded special purpose acquisition company, and Onyx
Enterprises Int’l Corp. (“Onyx”) announced today the signing of a
definitive agreement for a business combination that would result
in Onyx becoming a wholly-owned subsidiary of Legacy. Onyx is the
owner and operator of, among other verticals, “CARiD.com,” a
leading digital commerce platform for the automotive aftermarket.
Upon the closing of the transaction, Legacy will change its name to
PARTS iD, Inc. and is expected to remain listed on the NYSE.
Onyx has developed a distinctive proprietary technology platform
for digital commerce and fulfillment, relying on insights extracted
from over 14 billion data points related to car parts, a physical
footprint network comprising over 2,500 shipping locations, nearly
5,000 active brands, and machine-learning algorithms for complex
fitment industries such as vehicle parts and accessories. Onyx’s
proprietary fitment data and algorithms used in CARiD.com and other
such verticals (such as MOTORCYCLEiD, TRUCKiD and BOATiD) compiled
over the past decade, combined with its substantial investments in
artificial intelligence and machine learning, provide online
consumers with an enhanced user experience featuring a breadth of
offerings and service levels (including search capabilities,
training and learning, and provision of data to suppliers to
enhance their product information), positioning it as a leader in
the $400+ billion auto aftermarket industry.
Onyx Investment Highlights
- Tech-enabled digital commerce platform focused on transforming
the automotive aftermarket parts industry and related industry
verticals.
- Ideally positioned to capitalize on the surge in eCommerce
adoption and digital enablement of industry supply chains.
- Highly scalable business driven by a low-cost structure and a
capital-efficient inventory model.
- Massive untapped automotive aftermarket opportunity of $400+
billion with additional large value streams ready to be
unlocked.
Edwin Rigaud, Chief Executive Officer of Legacy, commented:
“Onyx has distinguished itself as a true disruptor in the auto
aftermarket industry through its proprietary tech driven platform
and experienced leadership team. With its expansive product
offering and ability to provide consumers with rewarding and
accurate discovery experiences in a traditionally complex market,
we believe Onyx is set up well to capitalize on the accelerated
shift to online spending. Equally compelling is Onyx’s financial
profile, which highlights the benefits of its low fixed cost
structure and inventory efficient operating model. We are very
excited about Onyx’s future prospects and look forward to
successfully completing our business combination.”
“We are thrilled to join with Legacy and transition Onyx to the
public markets,” said Antonino Ciappina, operating as the Chief
Executive1 of Onyx. “We believe our technology-led, data-driven
approach to digital commerce provides us with a long runway for
profitable growth within our existing lines of business as well as
expansion into other complex, multidimensional parts and
accessories markets. Our strength in combining deep industry
knowledge and experience in automotive parts with the strong
digital and technical skills of our engineering and development
teams is what makes our platform a unique vertical commerce
business.”
Prashant Pathak, Chairman of Onyx, added, “Going public is an
important milestone and the start of an exciting new chapter in the
continued growth of Onyx. The technology-led, brand-driven and
data-enabled business that Onyx has built and demonstrated via
CARiD.com and other verticals will benefit from the marketing,
brand, and product expertise that the Legacy team provides. I want
to thank the team at Legacy for their support and guidance through
this process and recognize the hard work of the entire Onyx
organization, not just in the United States, but also
internationally, that is behind our success to-date. I am confident
the combination of our two companies will create new synergies that
will further accelerate our performance. Additionally, during the
discussions with Legacy it became evident to us that from a CSR
perspective Onyx’s combination with Legacy is also enabling Onyx
and its stakeholders the opportunity to contribute effectively
towards inclusive capitalism, diversity of leadership on Wall
Street and minority-led enterprise building.”
Transaction Overview
Pursuant to the business combination agreement, Legacy will
acquire (i) all of the outstanding shares of preferred stock of
Onyx for an aggregate of $20.0 million cash, and (ii) all of the
outstanding shares of common stock of Onyx for an aggregate of
approximately $265.0 million (or approximately 26.5 million) in
shares of Class A common stock of Legacy. The consideration payable
with respect to Onyx’s common stock would be subject to adjustment,
including based on Onyx’s net working capital and related
transaction expenses at closing.
In connection with the signing of the business combination
agreement, Legacy’s sponsor, Legacy Sponsor I, LLC (its “Sponsor”),
has delivered to Onyx a sponsor support agreement, pursuant to
which, among other things, the sponsor has agreed to (i) vote in
favor of the transactions contemplated by the business combination
agreement, (ii) forfeit 3,000,000 of its shares of Legacy’s Class F
common stock, and (iii) forfeit 14,587,770 of its private placement
warrants to purchase shares of Legacy’s Class A common stock, each
as partial consideration for deferred shares to be later issued by
Legacy to Sponsor pursuant to the terms of the sponsor support
agreement. In addition, the Sponsor may forfeit up to a maximum of
3,250,000 additional shares of Legacy’s Class A common stock based
on the gross amount of cash held by Legacy immediately prior to
closing and the extent to which Legacy’s transaction expenses
exceed $16.4 million; provided that the Sponsor shall have the
ability to earn back up to 50% of such additional forfeited shares
based on the average trading share price of Legacy’s Class A common
stock over a 730 calendar day period immediately following
closing.
The Boards of Directors of each of Legacy and Onyx have approved
the transaction. The transaction is subject to customary closing
conditions, including the receipt of certain regulatory approvals.
The stockholders of each of Legacy and Onyx have approved the
transaction by written consents of at least a majority of the
outstanding shares entitled to vote thereon. The transaction is
expected to close in November 2020.
Intent to Commence Tender Offer
In connection with the closing of the proposed transactions
contemplated by the business combination agreement, Legacy will
conduct a cash tender offer for its outstanding shares of Class A
common stock in order to allow stockholders the opportunity to
redeem their shares in accordance with Legacy’s corrected amended
and restated certificate of incorporation, as amended (its
“Charter”). Each description contained herein is not an offer to
buy or the solicitation of an offer to sell securities. The
solicitation and the offer to buy shares of Legacy’s Class A common
stock will be made pursuant to a tender offer statement on Schedule
TO and other offer documents that Legacy will be filing with the
SEC. The business combination cash tender offer documents
(including an offer to purchase, a related letter of transmittal
and other offer documents) contain important information that
should be read carefully and considered before any decision is made
with respect to the business combination cash tender offer. These
materials will be sent free of charge to all security holders of
Legacy. In addition, all of these materials (and all other
materials filed by Legacy with the SEC) are available at no charge
from the SEC through its website at www.sec.gov. Security
holders of Legacy are urged to read the business combination cash
tender offer documents and other relevant materials before making
any investment decision with respect to the business combination
and the business combination cash tender offer because they will
contain important information about the business combination and
the business combination cash tender offer.
Warrant Holder Support Agreements
In connection with the signing of the business combination
agreement, Legacy entered into warrant holder support agreements
(“Warrant Holder Support Agreements”) with the holders of
approximately 19,500,000 (or approximately 65%) of Legacy’s
warrants sold as part of the units in its initial public offering,
exercisable for one-half of one share of Class A common stock for
$5.75 per half share, or $11.50 per whole share (referred to herein
as the “public warrants”), to provide for certain amendments (the
“Warrant Amendments”) to the Warrant Agreement between Legacy and
Continental Stock Transfer & Trust Company, dated as of
November 16, 2017 (as amended from time to time, the “Warrant
Agreement”). The Warrant Amendments will provide, among other
things, that each outstanding public warrant and 2,912,230
outstanding warrants issued to the Sponsor in the private placement
that closed simultaneously with Legacy’s initial public offering
but which are beneficially owned by certain institutional investors
of Sponsor shall no longer be exercisable to purchase one-half
share of Class A common stock of Legacy for $5.75 per half-share
(subject to adjustment as provided in the Warrant Agreement) and
instead shall be converted solely into the right to receive (i) if,
at the closing of the proposed transaction with Onyx, the aggregate
gross cash in the trust fund, plus the aggregate gross proceeds
received by Legacy pursuant to any financing is at least equal to
$60,000,000, $0.35 in cash and 0.065 of a share of Class A Common
Stock of Legacy, (ii) if, at the closing of the proposed
transaction with Onyx, the aggregate gross cash in the trust fund,
plus the aggregate gross proceeds received by Legacy pursuant to
any financing is less than $60,000,000, but at least equal to
$44,000,000, $0.25 in cash and 0.075 of a share of Class A Common
Stock of Legacy, or (iii) if, at the closing of the proposed
transaction with Onyx, the aggregate gross cash in the trust fund,
plus the aggregate gross proceeds received by Legacy pursuant to
any financing is less than $44,000,000, $0.18 in cash and 0.082 of
a share of Class A Common Stock of Legacy. As the Warrant
Amendments require the approval by holders of at least 65% of
Legacy’s public warrants, the Warrant Holder Support Agreements
principally assure the vote in favor of the Warrant Amendments and,
therefore, Legacy expects that the Warrant Amendments will be
approved.
In connection with the Warrant Amendments, Legacy’s Sponsor has
agreed to forfeit 14,587,770 private placement warrants held by it
of record and beneficially owned by it. Certain institutional
investors of Sponsor, who are the beneficial owners of the
remaining 2,912,230 private placement warrants in the aggregate
(which are held of record by the Sponsor), will receive the same
consideration as the public warrants; provided, that if such
beneficial owners cease to beneficially own any of such private
placement warrants for any reason, such Private Placement Warrants
shall revert back to the Sponsor and shall be forfeited.
Additional information about the proposed transaction and the
Warrant Amendments, including a copy of the business combination
agreement and investor presentation, will be provided in a Current
Report on Form 8-K to be filed by Legacy with the Securities and
Exchange Commission and will be available at www.sec.gov.
Advisors
Wells Fargo Securities, LLC is serving as financial advisor to
Legacy. Canaccord Genuity is advising Onyx. Wells Fargo Securities,
LLC, Cantor Fitzgerald & Co., and Stifel, Nicolaus &
Company are serving as capital markets advisors to Legacy. DLA
Piper LLP (US) and Graydon Head & Ritchey LLP are serving as
legal advisors to Legacy. Faegre Drinker Biddle & Reath LLP is
serving as legal counsel for Onyx. Daniel J. O’Hern Jr. of Byrnes,
O’Hern & Heugle, LLC serves as company counsel to Onyx.
Investor Conference Call Information
Legacy and Onyx will host a joint investor conference call to
discuss the proposed transaction on Monday, September 21 at 9:00
a.m. ET.
Interested parties may listen to the prepared remarks call via
telephone by dialing 1-877-407-3982, or for international callers,
1-201-493-6780. A telephone replay will be available until 11:59 pm
ET on Monday, October 5, 2020 and can be accessed by dialing
1-844-512-2921, or for international callers, 1-412-317-6671 and
entering replay Pin number: 13710717.
The recorded investor presentation, a related investor
presentation with more detailed information regarding the proposed
transaction and a transcript of the pre-recorded investor
presentation will be available at www.legacyacquisition.com. The
investor presentation will also be furnished today to the
Securities and Exchange Commission (the “SEC”), which can be viewed
at the SEC’s website at www.sec.gov.
About Onyx.
Onyx is a technology-driven, digital commerce company focused on
creating custom infrastructure and unique user experiences within
niche markets. Onyx was founded in 2008 with a vision of creating a
one-stop eCommerce destination for the automotive parts and
accessories market. Onyx has since become a market leader and
proven brand-builder, fueled by its commitment to delivering a
revolutionary shopping experience; comprehensive, accurate and
varied product offerings, and continued digital commerce
innovation.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017 and its securities
are listed on the NYSE. At the time of its listing, Legacy was the
only Special Purpose Acquisition Company on the NYSE led
predominantly by African American managers and sponsor investors.
Legacy was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization or similar business combination
with one or more target businesses. Legacy is sponsored by a team
of proven leaders primarily comprised of former Procter &
Gamble executives and is supported by a founder/shareholder group
of proven operationally based value builders. These executives have
extensive experience in building brands and transforming businesses
for accelerated growth. Legacy’s founders and management
expectation is that Legacy will serve as a role model for African
Americans and other under-represented business leaders to achieve
success not just in the executive ranks of large Corporations, but
also as entrepreneurs in the productive use of capital through
mergers and acquisitions on Wall Street. For more information
please visit www.LegacyAcquisition.com.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Legacy’s and Onyx’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,” “propose,” “plan,” “contemplate,” “may,”
“will,” “might,” “shall,” “would,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” “positioned,” “goal,”
“conditional,” “opportunities” and similar expressions are intended
to identify such forward-looking statements. These forward-looking
statements include, without limitation, Legacy’s anticipated name
following the closing of the proposed transaction, the expectation
that shares of the post-acquisition company will trade on the New
York Stock Exchange following closing, the belief regarding Onyx’s
ability to capitalize on the shift to online spending, the belief
that Onyx’s approach to eCommerce will lead to profitable growth,
the belief that the combination of Onyx and Legacy will lead to
synergies that will accelerate Onyx’s performance, the anticipated
closing consideration for the proposed transaction, and the
anticipated closing date of the proposed transaction.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside Legacy’s and Onyx’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
business combination agreement, (2) the outcome of any legal
proceedings that may be instituted against Legacy and other
transaction parties following the announcement of the business
combination agreement and the transactions contemplated therein;
(3) the inability to complete the proposed transaction, including
due to the inability to satisfy conditions to closing in the
business combination agreement; (4) the occurrence of any event,
change or other circumstance that could otherwise cause the
transaction to fail to close; (5) the receipt of an unsolicited
offer from another party for an alternative business transaction
that could interfere with the proposed transaction; (6) the
inability to obtain or maintain the listing of the post-acquisition
company’s common stock on the New York Stock Exchange following the
proposed transaction; (7) the risk that the proposed transaction
disrupts current plans and operations as a result of the
announcement and consummation of the proposed transaction; (8) the
ability to recognize the anticipated benefits of the proposed
transaction, which may be affected by, among other things,
competition, the ability of the combined company to operate
cohesively as a standalone group, grow and manage growth profitably
and retain its key employees; (9) costs related to the proposed
transaction; (10) changes in applicable laws or regulations; (11)
the possibility that Onyx or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(12) the aggregate number of Legacy shares requested to be redeemed
by Legacy’s stockholders in connection with the proposed
transaction; (13) disruptions in the economy or business operations
of Onyx or its suppliers due to the impact of COVID-19; (14) the
outcome of the pending legal proceeding with certain Onyx
stockholders; (15) potential audit and other related adjustments to
Onyx’s financial statements in connection with the independent
Public Company Accounting Oversight Board audit of its annual
historical financial statements, as well as potential adjustments
to the unaudited non-GAAP interim financial results of Onyx; and
(16) other risks and uncertainties indicated from time to time in
the information statement relating to the proposed transaction,
including those under “Risk Factors” therein, and in Legacy’s other
filings with the SEC, including the Schedule TO that will be filed
with the SEC in connection with the transaction. Legacy cautions
that the foregoing list of factors is not exclusive. Legacy
cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Legacy 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.
Important Information about the Information Statement and the
Proxy Statement
Legacy will prepare and file with the Securities and Exchange
Commission (the “SEC”) a Current Report on Form 8-K containing the
business combination agreement, and an Information Statement for
its stockholders containing the information with respect to the
transaction specified in Schedule 14C promulgated under the
Exchange Act and describing the proposed business combination and
the other transactions contemplated by the business combination
agreement. In addition, in connection with the proposed warrant
agreement amendment, Legacy intends to file a preliminary proxy
statement with the SEC. Legacy’s security holders and other
interested persons are advised to read the applicable information
statement or proxy statement and the respective amendments thereto
and other relevant materials to be filed in connection with the
proposed business combination and warrant amendments, respectively,
with the SEC, including, when available, a definitive information
statement on Schedule 14C and a definitive proxy statement on
Schedule 14A and the respective documents incorporated by reference
therein, as these materials will contain important information
about the business combination and warrant amendments, as
applicable. When available, the definitive information statement or
definitive proxy statement and other relevant materials for the
business combination and warrant amendments, respectively, will be
mailed to the applicable securityholders of Legacy as of a record
date to be established for voting on the business combination and
warrant amendments. Securityholders will also be able to obtain
copies of the preliminary information statement or the preliminary
proxy statement, or the definitive information statement or the
definitive proxy statement and other documents filed with the SEC
that will be incorporated by reference therein, without charge,
once available, at the SEC’s web site at www.sec.gov, or by
directing a request to: Legacy Acquisition Corp., 1308 Race Street,
Suite 200, Cincinnati, Ohio 45202, Attention: Secretary, (513)
618-7161.
Important Information about the Tender Offer
Pursuant to the Business Combination Agreement, Legacy may
consummate its initial business combination with Onyx and conduct
redemptions of the issued and outstanding shares of Legacy’s Class
A common stock, par value $0.0001 per share (the “Common Shares”)
through a cash tender offer, which has not yet commenced. Each
description contained herein is not an offer to buy or the
solicitation of an offer to sell securities. The solicitation and
the offer to buy the Common Shares will be made pursuant to an
offer to purchase and related materials that Legacy intends to file
with the SEC. At the time the offer is commenced, Legacy will file
a tender offer statement on Schedule TO with the SEC. The tender
offer statement (including an offer to purchase, a related letter
of transmittal, other offer documents) will contain important
information that should be read carefully and considered before any
decision is made with respect to the cash tender offer. These
materials will be sent free of charge to all security holders of
Legacy when available. In addition, all of these materials (and all
other materials filed by Legacy with the SEC) will be available at
no charge from the SEC through its website at www.sec.gov. Security
holders may also obtain free copies of the documents filed with the
SEC by directing a request to: Legacy Acquisition Corp., 1308 Race
Street, Suite 200, Cincinnati, Ohio 45202, Attention: Secretary,
(513) 618-7161. Security holders of Legacy are urged to read the
tender offer documents and the other relevant materials when they
become available before making any investment decision with respect
to the cash tender offer because they will contain important
information about the cash tender offer, the business combination
transaction and the parties to the Business Combination
Agreement.
Participants in the Solicitation
Legacy and its directors and executive officers may be deemed
participants in the solicitation of consents from Legacy’s
warrantholders with respect to the warrant amendments. A list of
the names of those directors and executive officers and a
description of their interests in Legacy will be contained in
Legacy’s definitive proxy statement that will be filed with respect
to the warrant amendments and in its annual report on Form 10-K for
the fiscal year ended December 31, 2019, which was filed with the
SEC and is available free of charge at the SEC’s web site at
www.sec.gov, or by directing a request to: Legacy Acquisition
Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio 45202,
Attention: Secretary, (513) 618-7161. Additional information
regarding the interests of such participants will be contained in
the proxy statement for the warrant amendments, when available.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction. This press release shall
also not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering 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, or in accordance with an exemption from
registration therefrom.
1 Pending board approval.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200921005213/en/
Investors: Dawn Francfort / Brendon Frey ICR
PARTSiDIR@icrinc.com
Media: Keil Decker ICR PARTSiDPR@icrinc.com
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