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EX-99.1 - EX-99.1 - Far Point Acquisition Corp | d869321dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 16, 2020
FAR POINT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-38521 | 82-4710750 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
18 West 18th Street
New York, NY 10011
(Address of principal executive offices)(Zip Code)
Registrants telephone number, including area code: (212) 715-3880
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class |
Ticker Symbol |
Name of each exchange on which registered | ||
Units, each consisting of one share of Class A Common Stock and one-third or one Warrant to purchase one share of Class A Common Stock | FPAC.UN | The New York Stock Exchange | ||
Shares of Class A common stock, par value $0.0001 per share | FPAC | The New York Stock Exchange | ||
Warrants, exercisable for one share of Class A Common Stock for $11.50 per share | FPAC.WS | The New York Stock Exchange |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1 is furnished by Far Point Acquisition Corporation (Far Point or the Company) and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filing of the Company under Securities Act or the Exchange Act, regardless of any general incorporation language in such filings.
The transcript of an Investor Presentation provided during a conference call for investors and analysts held on January 16, 2020 at 9:00 a.m. Eastern Time with respect to the proposed business combination by Far Point and Global Blue Group AG (Global Blue) is furnished as Exhibit 99.1 to this Current Report. The transcript has been posted on the Companys website.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, 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 offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and applicable Swiss and other European regulations. This communication is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication or distribution would be unlawful.
Forward-Looking Statements
This communication includes forward looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. When used herein, the words estimates, projected, expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, should, future, propose and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Far Points or Global Blues managements control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: the inability to complete the transactions contemplated by the proposed business combination; the inability to recognize the anticipated benefits of the proposed business combination; the ability to meet NYSEs listing standards following the consummation of the transactions contemplated by the proposed business combination; costs related to the proposed business combination; Global Blues ability to execute on its plans; Global Blues estimates of the size of the markets for its solutions; Global Blues ability to identify and integrate acquisitions; the performance and security of Global Blues services; potential litigation involving Far Point or Global Blue; and general economic and market conditions impacting demand for Global Blues services. Other factors include the possibility that the transactions contemplated by the proposed business combination do not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. Neither Far Point nor Global Blue undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional risks and uncertainties are identified and discussed in Far Points reports filed with the SEC and available at the SECs website at http://www.sec.gov.
Additional Information and Disclaimer
In connection with the business combination, an affiliate of Global Blue intends to file with the SEC a registration statement on Form F-4 (the Registration Statement), which will include a preliminary proxy statement of Far Point and a prospectus in connection with the business combination. The definitive proxy statement and other relevant documents will be mailed to stockholders of Far Point as of a record date to be established for voting on the business combination. Stockholders of Far Point and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with Far Points solicitation of proxies for the special meeting to be held to approve the business combination because these documents will contain important information about Far Point, Global Blue, and the business combination. Stockholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, by directing a request to: Far Point Acquisition Corporation, 18 West 18th Street, New York, NY 10011. These documents, once available, and Far Points annual and other reports and proxy statements filed with the SEC can also be obtained, without charge, at the SECs internet site (http://www.sec.gov).
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Far Point, Global Blue and their respective directors, executive officers, other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from the stockholders of Far Point in connection with the business combination. Stockholders of Far Point and other interested persons may obtain more information regarding the names and interests in the proposed business combination of Far Points directors and officers in Far Points filings with the SEC, including Far Points Annual Report on Form 10-K for the year-ended December 31, 2018, which was filed with the SEC on March 29, 2019. Additional information regarding the interests of such potential participants in the solicitation process will also be included in the Registration Statement (and will be included in the definitive proxy statement/prospectus) and other relevant documents when they are filed with the SEC.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
99.1 | Transcript of Investor Call Presentation. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 16, 2020
Far Point Acquisition Corporation |
/s/ Thomas W. Farley |
Name: Thomas W. Farley |
Title: Chief Executive Officer and President |
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