Onyx Enterprises Int’l, Corp. (“Onyx”), owner and operator of a
leading digital commerce platform for the automotive market,
“CARiD.com,” which has entered into a definitive business
combination agreement with Legacy Acquisition Corp. (NYSE: “LGC”)
(“Legacy”), a publicly-traded special purpose acquisition company
(SPAC), today announced that the two companies will participate in
a webinar hosted by SPACInsider and ICR on October 22, 2020 at 2:00
p.m. ET.
Learn more and register for the event at:
https://icrinc.zoom.us/webinar/register/1716027793907/WN_rGzbsInrRUaAlE3lb4rxog
Participants in the webinar will include:
- Edwin Rigaud, Chief Executive Officer of Legacy Acquisition
Corp.
- Darryl McCall, President, Legacy Acquisition Corp
- Rick White, Director, Legacy Acquisition Corp
- Prashant Pathak, Chairman of Onyx
- Antonino Ciappina, operating as the Chief Executive of
Onyx
- Kailas Agrawal, Chief Financial Officer of Onyx
With CARiD, Onyx has developed a distinctive proprietary
technology platform for digital commerce and fulfillment, relying
on insights extracted from nearly 14 billion data points, 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. In announcing their definitive business merger
agreement with Legacy, Onyx is positioned to accelerate further
growth with new cash funding resulting from the business
combination as it looks to increase its already significant
footprint in the auto aftermarket industry.
Onyx’s proprietary fitment data and algorithms used in CARiD.com
and other 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
suppliers to enhance their product information), positioning it as
a key leader in the already $400+ billion auto aftermarket
industry.
The transaction values Onyx at an estimated enterprise value of
$331.1 million, which represents a 0.7x EV / 2021E Revenue
multiple, a discount to primary publicly-listed peer, PRTS’, EV /
2021E Revenue multiple of 1.2x1 and a 16.9x EV / 2021E Adjusted
EBITDA multiple, a discount to PRTS’ EV / 2021E Adjusted EBITDA
multiple of 25.1x1. As of June 30, 2020, CARiD was well-capitalized
with approximately $45.7 million of cash on the balance sheet.
CARiD’s existing common shareholders are rolling 100% of their
equity in CARiD, which represents 67.1% of the pro forma company.
The transaction is expected to close November 2020.
About Onyx Enterprises Int’l, Corp.
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. For more information please visit www.onyx.com and
www.carid.com.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017 and its securities
are listed on the New York Stock Exchange (“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 underrepresented
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.
About SPACInsider
SPACInsider is a trusted intelligence and analysis provider
specializing in the Special Purpose Acquisition Corporation (SPAC)
asset class. SPACInsider’s mission is to be the best-in-class
source for SPAC information benefiting investors, SPAC teams,
bankers and service providers. The company provides comprehensive
data covering the SPAC transaction universe, along with detailed
analysis and coverage of IPO and acquisition events. SPACInsider is
led by Kristi Marvin, a career investment banker with over 15 years
of experience in the capital markets, who began working on SPACs in
2005.
About ICR
Established in 1998, ICR partners with companies to execute
strategic communications and advisory programs that achieve
business goals, build awareness and credibility, and enhance
long-term enterprise value. The firm’s highly-differentiated
service model, which pairs capital markets veterans with senior
communications professionals, brings deep sector knowledge and
relationships to more than 650 clients in approximately 20
industries. ICR’s healthcare practice operates under the Westwicke
brand (www.westwicke.com). Today, ICR is one of the largest and
most experienced independent communications and advisory firms in
North America, maintaining offices in New York, Norwalk, Boston,
Baltimore, San Francisco, San Diego and Beijing. ICR also advises
on capital markets transactions through ICR Capital, LLC. Learn
more at www.icrinc.com. Follow us on Twitter at @ICRPR.
Additional Information about the Business Combination and
Where to Find It
This communication is being made in respect of the proposed
business combination involving Legacy Acquisition Corp. and Onyx
Enterprises Int’l, Corp. Legacy Acquisition Corp. has filed a
preliminary information statement on Schedule 14C with the
Securities and Exchange Commission (the “SEC”) and will file a
definitive information statement and other documents with the SEC
regarding the proposed transaction. A copy of the definitive
information statement will also be sent to the stockholders of
Legacy Acquisition Corp. Before making any voting or investment
decision, investors and security holders of Legacy Acquisition
Corp. are urged to carefully read the entire information statement
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the proposed transaction. The
documents filed by Legacy Acquisition Corp. with the SEC may be
obtained free of charge at the SEC’s website 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.
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 proposed amendments (the
“Warrant Amendments”) to the Warrant Agreement between Legacy and
Continental Stock Transfer & Trust Company, dated as of
November 16, 2017. 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 consent solicitation
statement that will be filed with respect to the Warrant Amendments
and are contained in the preliminary consent solicitation statement
and in its annual report on Form 10-K for the fiscal year ended
December 31, 2019, which were filed with the SEC and are 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.
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 business combination. 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.
Forward-Looking Statements
This press release includes “forward-looking statements.”
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, the transaction value of the proposed business
combination, as well as the anticipated closing date of the
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 Class A common stock on the NYSE (or such other
nationally recognized stock exchange on which shares of the Class A
common stock are then listed) 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 tendered in the tender offer by the holders of
Legacy’s Class A common stock 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 pending legal proceeding with certain Onyx stockholders;
(15) 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.
1 Based on Wall Street analyst consensus estimates as of
10/12/20.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201019005217/en/
Legacy/Investors: Dawn Francfort / Brendon Frey ICR
PARTSiDIR@icrinc.com
Media: Keil Decker ICR PARTSiDPR@icrinc.com
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