HAMILTON, Mont., Oct. 20, 2021 /PRNewswire/ -- Breakthrough U.S.
indoor agriculture company Local Bounti Corporation ("Local
Bounti") and Leo Holdings III Corp (NYSE:LIII) ("Leo"), a publicly
traded special purpose acquisition company, announced today that
the extraordinary general meeting of shareholders (the
"Extraordinary General Meeting") to approve the pending business
combination (the "Business Combination") between Local Bounti and
Leo is scheduled to be held on Tuesday,
November 16, 2021 at 9:00 a.m.
Eastern time. Additionally, the meeting of the holders (the
"Warrant Holder Meeting") of public warrants of Leo to approve
certain changes to Leo's warrants is also scheduled to be held on
Tuesday, November 16, 2021 at
9:30 a.m. Eastern time. The
Extraordinary General Meeting and the Warrant Holder Meeting will
be held in person at the offices of Kirkland & Ellis LLP
located at 601 Lexington Avenue, 50th Floor, New York, New York 10022 and virtually via
live webcast. Holders of Leo's Class A ordinary shares and Class B
ordinary shares at the close of business on the record date of
October 15, 2021 are entitled to
notice of the Extraordinary General Meeting and to vote at the
Extraordinary General Meeting. Holders of Leo's public warrants at
the close of business on the record date of October 15, 2021 are entitled to notice of the
Warrant Holder Meeting and to vote at the Warrant Holder
Meeting.
Leo filed its definitive joint proxy statement/prospectus
relating to its Business Combination with Local Bounti (the "Joint
Proxy Statement/Prospectus") with the U.S. Securities and Exchange
Commission (the "SEC") and expects to begin mailing it to
shareholders and public warrant holders on October 22, 2021. Leo will mail the Joint Proxy
Statement/Prospectus to shareholders and public warrant holders of
Leo as of the record date of October 15,
2021.
Every vote is important and Leo encourages all shareholders and
public warrant holders to make their voice heard by voting online
or by mail as soon as possible, regardless of the number of shares
and/or public warrants held.
If the proposals at the Extraordinary General Meeting are
approved, it is anticipated that the Business Combination will
close on or about November 17, 2021,
subject to the satisfaction of all other applicable closing
conditions. Upon the closing of the Business Combination, Local
Bounti's common stock and warrants are expected to trade on the New
York Stock Exchange under the new ticker symbols, "LOCL" and
"LOCLW," respectively.
Leo shareholders who need assistance in completing the proxy
card, need additional copies of the Joint Proxy
Statement/Prospectus, or have questions regarding the Extraordinary
General Meeting may contact Leo's proxy solicitor, Morrow Sodali
LLC, by calling (800) 662-5200 (toll free), or banks and brokers
can call (203) 658-9400, or by email at
LIII.info@investor.morrowsodali.com.
About Local Bounti
Local Bounti is a premier Controlled Environment Agriculture
(CEA) company redefining conversion efficiency and environmental,
social and governance (ESG) standards for indoor agriculture. Local
Bounti operates an advanced indoor growing facility in Hamilton, Montana, within a few hours' drive
of its retail and food service partners. Reaching retail shelves in
record time post-harvest, Local Bounti produce is superior in taste
and quality compared to traditional field-grown greens. Local
Bounti's USDA Harmonized Good Agricultural Practices (GAP Plus+)
and non-genetically modified organisms (GMO) produce is sustainably
grown using proprietary technology 365 days a year, free of
pesticides and herbicides, and using 90 percent less land and water
than conventional outdoor farming methods. With a mission to 'bring
our farm to your kitchen in the fewest food miles possible,' Local
Bounti is disrupting the cultivation and delivery of produce. Local
Bounti is also committed to making meaningful connections and
giving back to each of the communities it serves. To find out more,
visit localbounti.com or follow the company
on LinkedIn for the latest news and developments.
About Leo Holdings III Corp and Leo Holdings
Leo Holdings III Corp is a special purpose acquisition
company (SPAC) that seeks to invest in entrepreneurially driven
growth companies that seek to disrupt existing industries or
business models. The management team has extensive experience
owning and operating businesses on a global scale through its
private equity vehicle, Lion Capital. Leo Holdings' management
team has collaboratively worked together for over 20 years.
Leo Holdings III Corp is part of a special purpose
acquisition company initiative, Leo Holdings, which is focused
on investing in disruptive, innovative business models. The
initiative seeks businesses positioned to thrive in the evolving
digital information age where changing consumer behavior creates
the opportunity for outsized returns. In 2020, Leo Holdings Corp
entered into a business combination with DMS, a disruptive
performance marketing business which delivers high-intent customers
while de- risking client advertising spend. Leo Holdings Corp II
(LHC) and Leo Holdings III Corp (LIII) are currently listed on
the NYSE.
Leo Holdings was formed by the principals of Lion Capital, which
is led by Founder and Managing Partner, Lyndon Lea. For more information,
visit https://leoholdings.com/.
Additional Information
In connection with the Business Combination, Leo filed with the
SEC, on July 19, 2021, a Registration Statement
on Form S-4 (as amended or supplemented through the
date hereof, the "Registration Statement"), which includes
the Joint Proxy Statement/Prospectus. The Registration Statement
has been declared effective by the SEC and is being mailed to Leo's
shareholders and public warrant holders. Shareholders and public
warrant holders will also be able to obtain copies of the Proxy
Statement/Prospectus at the SEC's website at www.sec.gov or by
directing a request to: Leo Holdings III Corp, 21 Grosvenor Pl,
London SW1X 7HF, United Kingdom. Leo shareholders and public
warrant are encouraged to read the Joint Proxy
Statement/Prospectus, including, among other things, the reasons
for Leo's Board of Directors' unanimous recommendation that
shareholders vote "FOR" the Business Combination and the other
shareholder and warrant holder proposals set forth therein as well
as the background of the process that led to the pending Business
Combination with Local Bounti.
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 and public warrant
holders in connection with the proposed amendment to the warrant
agreement that governs all of Leo's outstanding warrants (the
"Warrant Amendment"). Investors and security holders may
obtain more detailed information regarding the names of Leo's
directors and executive officers and a description of their
interests in Leo in Leo's filings with the SEC, including the Joint
Proxy Statement/Prospectus. Shareholders and public
warrant holders will also be able to obtain copies of the Joint
Proxy Statement/Prospectus at the SEC's website at www.sec.gov or
by directing a request to: Leo Holdings III Corp, 21 Grosvenor Pl,
London SW1X 7HF, United Kingdom.
Local Bounti and its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the shareholders of Leo in connection with the Business Combination
and the public warrant holders of Leo in connection with the
proposed Warrant Amendment. A list of the names of such directors
and executive officers and information regarding their interests in
the Business Combination is included in the Joint Proxy
Statement/Prospectus for the Business Combination.
Forward Looking Statements
This communication includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Leo's and Local Bounti'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 Local Bounti'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 Local Bounti'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 Agreement and Plan of Merger, dated as of
June 17, 2021 (as it may be amended,
supplemented or otherwise modified from time to time, the "Merger
Agreement"), by and among Leo, Longleaf Merger Sub, Inc., Longleaf
Merger Sub II, LLC and Local Bounti, (2) the outcome of any
legal proceedings that may be instituted against Leo and Local
Bounti following the announcement of the Merger 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 Merger Agreement; (4) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the Merger 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 Local Bounti 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 Joint Proxy Statement/Prospectus relating to the
Business Combination, including those under "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in Leo's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2021, and which are set
forth in the Registration Statement filed by Leo 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 they
are made. Leo does not undertake or accept any obligation or
undertaking to update or revise 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 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.
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SOURCE Local Bounti
