TIDMJTWO TIDMJTOW
RNS Number : 3862O
J2 Acquisition Limited
01 October 2019
J2 Acquisition Limited Completes Acquisition of APi Group
-Russell E. Becker and Thomas Lydon to continue in leadership
roles as CEO and CFO, respectively-
-Announces name change to APi Group Corporation-
-Announces APi Group Corporation Board composition-
TORTOLA, British Virgin Islands, October 1, 2019 - J2
Acquisition Limited ("J2") (OTC: JJAQF) announced today that it has
completed its acquisition of APi Group, Inc. ("APi Group"), a
market-leading provider of commercial life safety solutions and
specialty services for approximately $2.9 billion. With the closing
of this transaction, J2 has been renamed APi Group Corporation (the
"Company"). The Company's ordinary shares continue to be traded on
the OTC market in the U.S. under the symbol JJAQF.
The transaction was funded through a combination of cash on
hand, $1.2 billion from a new secured term debt financing and the
issuance of 48.9 million ordinary shares at $10.25 per share.
As previously announced, and in connection with the close of the
transaction, Russell E. Becker and Thomas Lydon will continue to
serve as CEO and CFO, respectively, of the Company. J2 Co-Founders,
Sir Martin E. Franklin and James E. Lillie, have been appointed as
Co-Chairmen of the Board of Directors of the Company.
Mr. Lillie commented, "With the completion of this acquisition,
we begin the next chapter for APi. Martin and I are excited to
partner with the Company's impressive leadership team and the
15,000 leaders throughout the organization. We look forward to
building upon APi's proven track record of organic growth,
complemented with disciplined M&A to grow within its niche
markets and capitalize on adjacent opportunities to generate
long-term value for stakeholders."
The Company has also announced the composition of its Board of
Directors in connection with the closing of the transaction. As
previously announced, J2 Co-Founder, Ian G.H. Ashken and APi CEO,
Russell Becker have assumed Director roles at the Company. J2 Board
members Thomas Milroy and Lord Paul Myners of Truro will be joined
by Anthony E. Malkin, Chairman and CEO of Empire State Realty
Trust, Cyrus D. Walker, Founder and CEO of The Dibble Group, and
Carrie A. Wheeler, former Partner at TPG Global to comprise the new
board.
Given the North American focus of API, Rory Cullinan and
Jean-Marc Huët have stepped down from the J2 Board; and in
connection with the closing, Brian Kaufman has also stepped down
from the J2 Board.
Mr. Becker stated, "I am tremendously excited to lead the
Company into its next phase of growth and development with the
support of Jim, Martin and Ian. Their decades of leadership and
operational expertise will be a great resource for our team as we
look to drive forward with even more momentum."
Trading of the Company's ordinary shares (LSE: JTWO) and
warrants remains suspended on the London Stock Exchange following
the announcement of the transaction in September. The Company
expects to list its ordinary shares on the New York Stock Exchange
under the symbol APG and change its jurisdiction of incorporation
to Delaware in connection with the NYSE listing, which is expected
to occur late in the first quarter of 2020. Prior to such time, the
Company expects its ordinary shares to continue to trade on the OTC
market in the U.S. under the symbol JJAQF and has commenced the
process to make its ordinary shares eligible for settlement through
the Depository Trust & Clearing Corporation (DTCC).
UBS Investment Bank acted as financial advisor, Citigroup as
capital markets advisor, Greenberg Traurig acted as legal advisor
to J2 on the transaction, and Kane Kessler acted as legal advisor
to J2 on the debt financing. Citigroup, Bank of America Merrill
Lynch, Barclays, UBS and U.S. Bank provided financing for the
transaction.
William Blair & Company acted as financial advisor and
Faegre Baker Daniels and Fredrikson & Byron acted as legal
advisors to APi Group on the transaction.
About APi:
APi Group Corporation is a market leading provider of commercial
life safety solutions and industrial specialty services. The
Company is the leading independent life safety services provider
and a top-5 specialty services contractor in the U.S. with a
diversified, blue chip customer and supplier base, a robust service
offering, and a track record of successful acquisitions. The
Company operates three segments in over 200 locations primarily in
the U.S., with its international operations being focused on Canada
and the UK. More information can be found at
https://www.apigroupinc.com/.
Forward-Looking Statements and Disclaimers:
This announcement does not constitute or form part of any offer
or invitation to purchase, otherwise acquire, issue, subscribe for,
sell or otherwise dispose of any securities, nor any solicitation
of any offer to purchase, otherwise acquire, issue, subscribe for,
sell, or otherwise dispose of any securities.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding the Company's future
performance, anticipated events or trends and other matters that
are not historical facts, including expectations regarding: (i) the
ability of the Company to meet the eligibility criteria and effect
a listing of its securities on the New York Stock Exchange and the
timing for such listing, and until such time, the ability to make
its ordinary shares eligible for settlement through the DTCC; (ii)
continued trading of the Company's ordinary shares on the OTC
market; (iii) the future operating and financial performance of the
Company, and (iv) the ability of the Company to capitalize on
growth opportunities, drive shareholder value, achieve estimates of
organic growth and successfully complete strategic acquisitions.
These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including:
(i) economic conditions, competition and other risks that may
affect the Company's future performance; (ii) the risk that
securities markets will react negatively to the transaction or
other actions by the Company after completion of the transaction;
(iii) the risk that the transaction disrupts current plans and
operations as a result of the consummation of the transaction; (iv)
the ability to recognize the anticipated benefits of the
transaction and of the Company to take advantage of strategic
opportunities; (v) the limited liquidity and trading of the
Company's securities; (vi) changes in applicable laws or
regulations; (vii) the possibility that the Company may be
adversely affected by other economic, business, and/or competitive
factors; and (viii) other risks and uncertainties.
Given these risks and uncertainties, prospective investors are
cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of
such statements and, except as required by applicable law, the
Company does not undertake any obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Nothing in this
announcement constitutes or should be construed as constituting a
profit forecast.
This announcement contains inside information as defined in
article 7 of the Market Abuse Regulation (EU) No 596/2014.
Media Contacts:
Liz Cohen
Kekst CNC
+1 212-521-4845
Liz.Cohen@kekstcnc.com
This information is provided by RNS, the news service of the
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contact rns@lseg.com or visit www.rns.com.
END
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October 01, 2019 11:57 ET (15:57 GMT)
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