Leo Holdings Corp. (“Leo”) (NYSE: LHC), today announced that,
due to the public health and safety concerns related to the
coronavirus (COVID-19) pandemic and recommendations and
orders from federal and New York authorities, the
extraordinary general meeting of Leo’s shareholders, which will be
held on Tuesday, July 14, 2020 at 9:00 a.m., New York City
Time (the “General Meeting”) will be held remotely by
teleconference. The purpose of the General Meeting is to vote
on certain proposals relating to the previously announced Business
Combination Agreement, dated as of April 23, 2020 (the
“Business Combination Agreement”), by and among Leo, Digital Media
Solutions LLC (“DMS”) and the other parties thereto.
The General Meeting will be accessible by
dialing (833) 780-7941 (toll free -
North America) or (469)
333-9522 (International). Shareholders will be able
to ask questions to Leo’s management via the conference line.
General Information
All information about the General Meeting, including the
definitive proxy statement, is available at
https://www.cstproxy.com/leoholdingscorp/2020.
In connection with the transactions contemplated by the Business
Combination Agreement (“Business Combination Agreement”), Leo has
filed with the U.S. Securities and Exchange Commission’s (“SEC”) a
Registration Statement on Form S-4 (the “Registration
Statement”) and mailed a definitive proxy statement/prospectus and
other relevant documents to its shareholders. This press release is
not a substitute for the Registration Statement, the definitive
proxy statement/prospectus or any other document that Leo will send
to its shareholders in connection with the transactions
contemplated by the Business Combination Agreement (the “Business
Combination”). Investors and security holders of Leo
are advised to read the definitive proxy statement/prospectus in
connection with Leo’s solicitation of proxies for its extraordinary
general meeting of shareholders to be held to approve the Business
Combination (and related matters) because the definitive proxy
statement/prospectus contains important information about the
Business Combination and the parties to the Business
Combination. The definitive proxy
statement/prospectus was mailed to shareholders of Leo as of
June 24, 2020, the record date established for voting on the
Business Combination. Shareholders are also be able to obtain
copies of the definitive proxy statement/prospectus, without
charge, at the SEC’s website at www.sec.gov or by directing a
request to: Leo Holdings Corp., 21 Grosvenor Place, London SW1X
7HF, United Kingdom.
Participants in the Solicitation
Leo and its directors, executive officers, other members of
management, and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Leo’s shareholders
in connection with the Business Combination. Investors
and security holders may obtain more detailed information regarding
the names and interests in the Business Combination of Leo’s
directors and officers in Leo’s filings with the SEC, including
Leo’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, which was filed with the SEC on
March 13, 2020, as well as in the Registration Statement,
which includes the definitive proxy statement/prospectus of Leo for
the Business Combination. Shareholders can obtain
copies of Leo’s filings with the SEC, without charge, at the SEC’s
website at www.sec.gov.
About Leo Holdings Corp.
Leo is a blank check company formed for the purpose of effecting
a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses.
About Digital Media Solutions LLC
Digital Media Solutions, LLC (DMS) is a leading provider of
technology and digital performance marketing solutions leveraging
innovative, performance-driven brand direct and marketplace
solutions to connect consumers and advertisers. DMS deploys a
robust database of consumer intelligence and leverages massive
proprietary media distribution to provide customer acquisition
campaigns that grow businesses. Continuing to experience explosive
year-over-year growth, DMS has been continuously recognized on the
Inc. 5000 list, securing its sixth consecutive ranking in 2019, and
the Entrepreneur magazine 360 list. Named one of America’s “Best
Places to Work” by Inc. magazine and awarded the Excellence in Lead
Generation Award by the LeadsCouncil, DMS brings together some of
the industry’s most knowledgeable people, efficient processes and
sophisticated technology across the digital marketing spectrum.
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. Leo’s and DMS’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 are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Leo’s and DMS’s expectations with respect to future
performance and anticipated financial impacts of the proposed
Business Combination, the satisfaction of the closing conditions to
the Business Combination and the timing of the completion of the
Business Combination. 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 Leo’s and DMS’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 Leo and DMS following
the announcement of the Business Combination 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 Leo or other
conditions to closing in the Business Combination Agreement;
(4) the occurrence of any event, change or other circumstance
that could give rise to the termination of the Business Combination
Agreement or could otherwise cause the Business Combination to fail
to close; (5) the amount of redemption requests made by Leo’s
shareholders; (6) the inability to obtain or maintain the
listing of the post-business combination company’s common stock on
the New York Stock Exchange following the proposed Business
Combination; (7) 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; (8) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably and retain
its key employees; (9) costs related to the proposed Business
Combination; (10) changes in applicable laws or regulations;
(11) the possibility that DMS or the combined company may be
adversely affected by other economic, business, and/or competitive
factors; and (12) other risks and uncertainties indicated from
time to time in the proxy statement relating to the proposed
Business Combination, including those under “Risk Factors” in the
Registration Statement, and in Leo’s other filings with the SEC.
Some of these risks and uncertainties may in the future be
amplified by the COVID-19 outbreak and there
may be additional risks that we consider immaterial or which are
unknown. It is not possible to predict or identify all such risks.
Leo cautions that the foregoing list of factors is not exclusive.
Leo cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Leo 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.
No Offer or Solicitation
This press release 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 and otherwise in accordance with applicable law.
Investor ContactSherif GuirgisLeo Holdings
Corp.(310) 800-1005guirgis@lioncapital.com
Edward Parker(646) 677-1864edward.parker@icrinc.com
Media ContactJack Murphy(646)
677-1834jack.murphy@icrinc.com
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