7.9x pro forma adjusted 2020 EBITDA
Net leverage of proposed combined company
significantly improved to 1.4x from 2.0x
Transaction expected to close in June
2020
Act II Global Acquisition Corp. (Nasdaq: ACTT) (“Act II”), a
special purpose acquisition company, announced today that it
entered into an agreement on May 8, 2020 (the “Amendment”) to
revise certain terms of its previously announced purchase agreement
with certain affiliates of MacAndrews & Forbes Incorporated
(the “Sellers”) related to the proposed purchase of the business
and operations of Merisant Company (“Merisant”) and MAFCO Worldwide
LLC (“MAFCO”).
“We are extremely excited to create Whole Earth Brands, a
global, industry leading platform, focused on on-trend branded
consumer products and ingredients. The global secular trends
driving natural products and a reduction of sugar remain robust,
and the businesses have seen resiliency with accelerated growth in
retail and e-commerce channels as consumers pivot to in-home
consumption as a result of the COVID-19 pandemic. While the current
environment has disrupted all of our lives, as well as the capital
markets, the organization has rapidly responded to ensure employee
safety, business continuity and a channel strategy to capture
market share in sweeteners while remaining a trusted supplier to
flavors and ingredients customers,” commented Irwin Simon,
Executive Chairman of Act II. “Along with MacAndrews & Forbes,
we focused on creating a revised transaction structure that will
provide Whole Earth Brands with the tools to succeed, significantly
improving anticipated net leverage allowing reinvestment in the
business to execute an accelerated growth and acquisition strategy.
We remain very confident in our near-term and long-term business
outlook.”
Enhancements to valuation and
leverage
- The amended transaction terms reflect a
valuation of 7.9x pro forma adjusted 2020 EBITDA1, compared to 8.5x
under the transaction terms announced in February 2020.
- Following the transaction close, reflecting
the revised transaction terms, anticipated net leverage will
decrease to 1.4x from 2.0x under the transaction terms announced in
February 2020.
1Fiscal 2020 financial projections have been revised to reflect
market conditions related to COVID-19. The revised projections
reflect the current operating environment and year-to-date
performance, including the recent trends impacted by the global
measures taken to combat the COVID-19 pandemic. Future
uncertainties persist with respect to COVID-19, which the Company
cannot reasonably predict at this time.
Under the terms of the amended purchase agreement, the
transaction is now valued at approximately $516 million at closing,
as compared to approximately $586 million in the agreement
announced in February, 2020, reflecting a reduction in the
aggregate consideration to be paid to the selling equity
holders.
Immediately following the closing of the proposed business
combination and assuming no redemptions, the Company expects 42.5
million shares of Whole Earth Brands, Inc. common stock, inclusive
of those shares issuable to the private placement investors, to be
issued and outstanding.
About Act II Global Acquisition Corp.
Act II is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses that completed its initial public offering in
April 2019. Act II focuses on companies in the “better for you”
sectors, such as consumer packaged goods and other consumables as
well as hospitality, including restaurants. The Company is led by
25-year organic and natural products industry visionary Irwin D.
Simon, Executive Chairman.
About Whole Earth Brands
Following the closing, the combined company will be rebranded as
Whole Earth Brands. Whole Earth Brands will look to expand its
branded products platform through investment opportunities in the
natural alternatives and clean label categories across the global
consumer product industry. Over time, Whole Earth Brands will look
to become a portfolio of brands that Open a World of Goodness™ to
consumers and their families. Whole Earth Brands expects to list on
the NASDAQ stock exchange in connection with the closing.
www.wholeearthbrands.com
Forward Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements, such as projected financial information, may be
identified by the use of words such as “forecast,” “intend,”
“seek,” “target,” “anticipate,” “believe,” “will,” “expect,”
“estimate,” “plan,” “outlook,” and “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such forward-looking
statements include statements about our beliefs and expectations
contained herein. Such forward-looking statements with respect to
strategies, prospects and other aspects of the businesses of
Merisant, MAFCO, Act II or the combined company after completion of
the business combination are based on current expectations that are
subject to risks and uncertainties. A number of factors could cause
actual results or outcomes to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: (1) potential
adverse effects of the ongoing global COVID-19 pandemic; (2) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the definitive agreement with
respect to the business combination; (3) the outcome of any legal
proceedings that may be instituted against Act II, the combined
company or others following the announcement of the business
combination and the definitive agreement with respect thereto; (4)
the inability to complete the business combination due to the
failure to obtain approval of the shareholders and/or warrant
holders of Act II, to obtain financing to complete the business
combination or to satisfy conditions to closing in the definitive
agreements with respect to the business combination; (5) changes to
the proposed structure of the business combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the business combination; (6) the ability to comply with NASDAQ
listing standards following the consummation of the business
combination; (7) the risk that the business combination disrupts
current plans and operations of Merisant and/or MAFCO as a result
of the announcement and consummation of the business combination;
(8) the ability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with suppliers, obtain
adequate supply of products and retain its management and key
employees; (9) costs related to the business combination; (10)
changes in applicable laws or regulations; (11) the possibility
that Merisant, MAFCO or the combined company may be adversely
affected by other economic, business, and/or competitive factors;
(12) the inability to achieve estimates of expenses and
profitability; (13) the impact of foreign currency exchange rates
and interest rate fluctuations on results; and (14) other risks and
uncertainties indicated from time to time in the Registration
Statement on Form S-4 of Act II, including those under “Risk
Factors” therein, and other documents filed (or furnished) or to be
filed (or furnished) with the Securities and Exchange Commission by
Act II. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Merisant, MAFCO and Act II undertake no commitment to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
Additional Information and Where to Find It
In connection with the proposed business combination and warrant
amendment, Act II filed with the Securities and Exchange Commission
(the “SEC”) a Registration Statement on Form S-4 and will mail the
definitive proxy statement/prospectus and other relevant
documentation to Act II shareholders and Act II warrant holders.
This press release does not contain all the information that should
be considered concerning the proposed transaction. It is not
intended to form the basis of any investment decision or any other
decision with respect to the business combination and the warrant
amendment. This communication shall 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 jurisdiction 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 the federal
securities laws.
Act II shareholders and other interested persons are advised
to read the preliminary proxy statement and any amendments thereto,
and the definitive proxy statement in connection with Act II’s
solicitation of proxies for the extraordinary general meetings to
be held to approve the proposed transaction and the warrant
amendment, because these materials will contain important
information about Merisant Company (“Merisant”), MAFCO Worldwide
LLC (“Mafco”) and Act II and the proposed transaction and the
warrant amendment.
The definitive proxy statement will be mailed to Act II
shareholders and warrant holders as of the record date, May 1,
2020. Shareholders will also be able to obtain a copy of the
preliminary proxy statement and definitive proxy statement once
they are available, without charge, at the SEC’s website at
www.sec.gov or by directing a request to Act II at 745 5th Avenue,
New York, NY 10151.
Participants in the Solicitation
Act II, Merisant, Mafco and their respective directors and
officers and representatives or affiliates may be deemed to be
participants in the solicitation of proxies of Act II shareholders
in connection with the business combination and of Act II warrant
holders in connection with the warrant amendment. Act II
shareholders and Act II warrant holders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Act II in the Registration
Statement on Form S-4 of Act II. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies to Act II shareholders in connection with
the business combination, and to Act II warrant holders in
connection with the warrant amendment, are set forth in the proxy
statement/prospectus for the business combination and warrant
amendment. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
business combination and the warrant amendment will be included in
the proxy statement/prospectus that Act filed with the SEC and
other documents furnished or filed with the SEC by Act II.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200511005311/en/
Scott Van Winkle / Cory Ziskind ICR 646-277-1200
scott.vanwinkle@icrinc.com; cory.ziskind@icrinc.com
Act II Global Acquisition (NASDAQ:ACTT)
過去 株価チャート
から 12 2024 まで 1 2025
Act II Global Acquisition (NASDAQ:ACTT)
過去 株価チャート
から 1 2024 まで 1 2025
