NEW PROVIDENCE, THE BAHAMAS,
Nov. 10, 2021 /PRNewswire/ -- Leo
Holdings III Corp (NYSE: LIII) ("Leo"), 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,
Leo is strongly encouraging that shareholders attend the
extraordinary general meeting of Leo's shareholders, which will be
held at 9:00 a.m., New York City
Time on Tuesday, November 16, 2021 (the "Extraordinary
General Meeting") to consider and vote on, among other
proposals, a proposal to approve the Agreement and Plan of Merger
(the "Merger Agreement"), dated as of June 17, 2021, by and among Leo, Longleaf Merger
Sub, Inc., a Delaware corporation,
Longleaf Merger Sub II, LLC, a Delaware limited liability company, and Local
Bounti Corporation, a Delaware
corporation ("Local Bounti") and the transactions
contemplated thereby (the "Business Combination") and
public warrant holders attend the special meeting of Leo's
public warrant holders will be held at 9:30
a.m., New York City Time on Tuesday November 16,
2021 to consider and vote on, among other proposals, a proposal to
amend certain provisions of its outstanding warrants (the
"Special Meeting"), by teleconference rather than in
person.
The Extraordinary General Meeting will be accessible by dialing
1 877-770-3647 (toll-free—within the U.S. and Canada) or +1 312-780-0854 (standard rates
apply - outside the U.S. and Canada). The passcode for telephone access is
14297321#. All information about the Extraordinary General Meeting,
including the definitive joint proxy statement/prospectus, is
available at
https://www.cstproxy.com/leoholdingsiii/2021.
The Special Meeting will be accessible by dialing 1 888-965-8995
(toll-free—within the U.S. and Canada) or +1 415-655-0243 (standard rates
apply - outside the U.S. and Canada). The passcode for telephone access is
23158940#. All information about the Extraordinary General Meeting,
including the definitive joint proxy statement/prospectus, is
available at https://www.cstproxy.com/leoholdingsiii/2021.
General Information
On July 19, 2021, Leo filed a registration statement
on Form S-4 (File No. 333-257997) (as amended,
the "Registration Statement") with the Securities and
Exchange Commission ("SEC") in connection with the Business
Combination. On October 20, 2021, the Registration Statement
was declared effective by the SEC, and Leo filed a definitive joint
proxy statement/prospectus (the "definitive joint proxy
statement/prospectus") for the solicitation of proxies in
connection with the Extraordinary General Meeting and the
Special Meeting and Leo commenced mailing the definitive joint
proxy statement/prospectus on or about October 22, 2021. Shareholders and public
warrant holders of Leo are advised to read the definitive joint
proxy statement/prospectus in connection with the Extraordinary
General Meeting and Special Meeting because the definitive joint
proxy statement/prospectus contains important information about the
Business Combination and the parties to the Business
Combination.
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
definitive joint proxy statement/prospectus. Shareholders and
public warrant holders will also be able to obtain copies of the
definitive 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 definitive 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 Merger Agreement, (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 definitive 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
