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NEW YORK & CHICAGO–(BUSINESS WIRE)–Act II All-around Accretion Corp. (NASDAQ: ACTT) (“Act II”), a adapted purpose accretion company, appear today that it entered into an acceding on June 15, 2020 (the “Amendment”) to alter assertive acceding of its advanced appear acquirement acceding with assertive affiliates of MacAndrews & Forbes Incorporated (the “Sellers”) accompanying to the proposed acquirement of the business and operations of Merisant Aggregation (“Merisant”) and MAFCO Worldwide LLC (“MAFCO”).
Act II has accustomed accepted abutment of its investors in the $75 actor clandestine acclimation appear on February 12, 2020. The clandestine placement, which is set to abutting accordingly with the proposed business combination, is accepted to abutment the accumulated aggregation with an bigger advantage contour and added banknote position to assassinate the advance action of Whole Earth Brands.
Beneath the acceding of the adapted acquirement agreement, the transaction is now admired at about $439 million1 at closing, as compared to about $516 actor in the acceding appear in May 2020. The acquirement amount acclimation reflects a $77.5 actor abridgement in transaction amount at closing, primarily apprenticed by a acquirement amount reduction, abridgement in fees and expenses, and added sponsor shares actuality placed in escrow with a $20 per allotment hurdle.1
Irwin Simon, Executive Chairman of Act II, commented, “The added time I accept spent with the company, the administration and the products, the added aflame I am to body the abutting accustomed aliment and additive giant. The company’s all-around portfolio of brands are alike with the rapidly growing aught and no-sugar-added all-around bazaar and accept accomplished ample administration and customer acceptance beyond channels, retailers and aliment account operators about the globe. Consumers admit and assurance the company’s brands, such as Whole Earth, Pure Via, Canderel, Equal and Magnasweet. Further, the company’s capabilities and artefact development accept accustomed decades connected additive relationships with some of the better companies in the world. The aggregation has congenital accustomed industry administration that is on-point with customer appeal and is active aerial levels of cast acquaintance and admired bazaar expertise. I am aflame for the befalling that lies ahead, carrying connected advance and incremental opportunities beyond the accustomed and advantageous articles market. I accept the aggregation is able-bodied positioned to abutment and capitalize on the able macro armament active customer appeal beyond the globe.”
Added Simon, “The cutting abutment of our clandestine acclimation investors reflects the backbone of the company’s basal businesses and the adorable appraisal and accession of our business combination.”
Albert Manzone, who will be the Chief Executive Officer of Whole Earth Brands commented, “From the time I abutting MacAndrews and Forbes in 2016, I accept formed to position the aggregation to account from advance capital. We accept an experienced, able and all-around team, which looks advanced to the befalling to accomplish for our shareholders. The all-around move abroad from amoroso is a mega trend that will comedy out for years. The move appear accustomed and flavored capacity is additionally a decidedly growing trend that is about-face the all-around customer packaged appurtenances landscape. During 2020, our achievement is accelerating due to favorable customer behavior accouterment appear no-sugar articles and plant-based accustomed products, anniversary acknowledging our abiding growth. Beyond all of our key markets, the aspartame class is growing high-single digits to double-digits with our CPG branded business at the beginning of the advance and accepting bazaar share. There is amazing operating advantage aural the Whole Earth Brands platform. We could not be added aflame to accompany armament with Irwin and the Act II team. We accept that this transaction will alleviate the abounding abeyant of the companies we accept built.”
Immediately afterward the closing of the proposed business aggregate and bold no redemptions, the Aggregation expects 39.0 actor shares2 of Whole Earth Brands, Inc. accepted stock, across-the-board of those shares issuable to the clandestine acclimation investors, to be issued and outstanding.
The minimum banknote in assurance claim of the transaction has been bargain to $153 actor from $210 million, absorption the bargain banknote needs apprenticed primarily by the abridgement in acquirement price.
The closing of the clandestine acclimation is conditioned on the essentially circumstantial closing of the business combination.
The amazing accepted affair of the shareholders and the adapted affair of the accessible accreditation holders will be reconvened on Wednesday, June 24, 2020, at 3:30 p.m. ET and 3:00 p.m. ET, respectively. The almanac date charcoal May 1, 2020. Act II has additionally continued the borderline by which holders of its Class A accustomed shares may abide such shares for accretion until Monday, June 22, 2020, at 5:00 p.m. ET (two business canicule above-mentioned to the vote at the reconvened amazing accepted meeting), in accordance with the procedures declared in the absolute proxy statement/prospectus.
1At closing and bold no redemptions and ACTT allotment amount of $10.00 per share.
2Excludes 3.0 actor shares issued to the Act II’s sponsor that will be captivated in escrow. For added capacity on the escrow acceding amuse accredit to the absolute proxy statement/prospectus of Act II filed with the SEC.
About Act II All-around Accretion Corp.
Act II is a bare analysis aggregation formed for the purpose of adeptness a merger, allotment exchange, asset acquisition, banal purchase, about-face or agnate business aggregate with one or added businesses that completed its antecedent accessible alms in April 2019. Act II focuses on companies in the “better for you” sectors, such as customer packaged appurtenances and added consumables as able-bodied as hospitality, including restaurants. The Aggregation is led by 25-year amoebic and accustomed articles industry abstracted Irwin D. Simon, Executive Chairman.
About Whole Earth Brands
Afterward the closing, the accumulated aggregation will be rebranded as Whole Earth Brands. Whole Earth Brands will attending to aggrandize its branded articles belvedere through advance opportunities in the accustomed alternatives and apple-pie characterization categories beyond the all-around customer artefact industry. Over time, Whole Earth Brands will attending to become a portfolio of brands that Open a Apple of Goodness™ to consumers and their families. Whole Earth Brands expects to account on the NASDAQ banal barter in affiliation with the closing. www.wholeearthbrands.com
Advanced Looking Statements
This columnist absolution includes “forward-looking statements” aural the acceptation of the “safe harbor” accoutrement of the United States Clandestine Balance Litigation Reform Act of 1995. Advanced statements, such as projected banking information, may be articular by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “will,” “expect,” “estimate,” “plan,” “outlook,” and “project” and added agnate expressions that adumbrate or announce approaching contest or trends or that are not statements of absolute matters. Such advanced statements accommodate statements about our behavior and expectations independent herein. Such advanced statements with account to strategies, affairs and added aspects of the businesses of Merisant and MAFCO, Act II or the accumulated aggregation afterwards achievement of the business aggregate are based on accepted expectations that are accountable to risks and uncertainties. A cardinal of factors could account absolute after-effects or outcomes to alter materially from those bidding or adumbrated by such advanced statements.
These factors include, but are not bound to: (1) abeyant adverse furnishings of the advancing all-around COVID-19 pandemic; (2) the accident of any event, change or added affairs that could accord acceleration to the abortion of the absolute acceding with account to the business combination; (3) the aftereffect of any acknowledged affairs that may be instituted adjoin Act II, the accumulated aggregation or others afterward the advertisement of the business aggregate and the absolute acceding with account thereto; (4) the disability to complete the business aggregate due to the abortion to access approval of the shareholders and/or accreditation holders of Act II, to access costs to complete the business aggregate or to amuse altitude to closing in the absolute agreements with account to the business combination; (5) changes to the proposed anatomy of the business aggregate that may be adapted or adapted as a aftereffect of applicative laws or regulations or as a action to accepting authoritative approval of the business combination; (6) the adeptness to accede with Nasdaq advertisement standards afterward the cleanup of the business combination; (7) the accident that the business aggregate disrupts accepted affairs and operations of Merisant and/or MAFCO as a aftereffect of the advertisement and cleanup of the business combination; (8) the adeptness to admit the advancing allowances of the business combination, which may be afflicted by, amid added things, competition, the adeptness of the accumulated aggregation to abound and administer advance profitably, advance relationships with suppliers, access able accumulation of articles and absorb its administration and key employees; (9) costs accompanying to the business combination; (10) changes in applicative laws or regulations; (11) the achievability that Merisant, MAFCO or the accumulated aggregation may be abnormally afflicted by added economic, business, and/or aggressive factors; (12) the disability to accomplish estimates of costs and profitability; (13) the appulse of adopted bill barter ante and absorption amount fluctuations on results; and (14) added risks and uncertainties adumbrated from time to time in the absolute proxy statement/prospectus of Act II, including those beneath “Risk Factors” therein, and added abstracts filed (or furnished) or to be filed (or furnished) with the Balance and Barter Commission by Act II. You are cautioned not to abode disproportionate assurance aloft any advanced statements, which allege alone as of the date made. Merisant, MAFCO and Act II undertake no allegation to amend or alter the advanced statements, whether as a aftereffect of new information, approaching contest or otherwise, except as adapted by law.
Added Advice and Where to Find It
In affiliation with the proposed business aggregate and accreditation amendment, Act II filed with the Balance and Barter Commission (the “SEC”) a Allotment Statement on Anatomy S-4 and after mailed the absolute proxy statement/prospectus and added accordant affidavit to Act II shareholders and Act II accreditation holders. This columnist absolution does not accommodate all the advice that should be brash apropos the proposed transaction. It is not brash to anatomy the base of any advance accommodation or any added accommodation with account to the business aggregate and the accreditation amendment. This advice shall not aggregate an action to advertise or the address of an action to buy any securities, nor shall there be any auction of balance in any administration in which such offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction. No alms of balance shall be fabricated except by agency of a announcement affair the requirements of the federal balance laws.
Act II shareholders, accreditation holders and added absorbed bodies are brash to apprehend the proxy statement/prospectus in affiliation with Act II’s address of proxies for the amazing accepted affair and adapted affair to be captivated to accept the proposed transaction and the accreditation amendment, because these abstracts accommodate important advice about Merisant and MAFCO and Act II and the proposed transaction and the accreditation amendment.
The absolute proxy statement/prospectus was mailed to Act II shareholders and accreditation holders as of the almanac date, May 1, 2020. Shareholders and accreditation holders are additionally able to access a archetype of the absolute proxy statement/prospectus, after charge, at the SEC’s website at www.sec.gov.
Participants in the Address
Act II, Merisant, MAFCO and their corresponding admiral and admiral and assembly or affiliates may be accounted to be participants in the address of proxies of Act II shareholders in affiliation with the business aggregate and of Act II accreditation holders in affiliation with the accreditation amendment. Act II shareholders and Act II accreditation holders and added absorbed bodies may obtain, after charge, added abundant advice apropos the admiral and admiral of Act II in the absolute proxy statement/prospectus of Act II. Advice apropos the bodies who may, beneath SEC rules, be accounted participants in the address of proxies to Act II shareholders in affiliation with the business combination, and to Act II accreditation holders in affiliation with the accreditation amendment, are set alternating in the proxy statement/prospectus for the business aggregate and accreditation amendment. Added advice apropos the interests of participants in the address of proxies in affiliation with the business aggregate and the accreditation alteration is included in the proxy statement/prospectus that Act filed with the SEC and added abstracts furnished or filed with the SEC by Act II.
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