Attached files
Exhibit
99.3
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Transcript of Introductory Video
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Narrator:
What is Omnichannel? Omnichannel is the integration of all physical
channels offline and digital channels online to offer a unified
customer experience. Now watch and see what it means for
you.
Narrator:
The Enthusiast. Powersports. The essence of powersports is more
than just bikes on the highway or ATVs ripping through the desert.
Powersports is a lifestyle. It's a defiance of the norm, a
celebration of adventure. Whether you're a powersports enthusiast
or riding is entirely new, the appeal of powersports can be
alluring to everybody. And we're celebrating an entirely new
opportunity in the powersports market brought to you by the
upcoming merger of RumbleOn and RideNow.
Marshall Chesrown:
I started in the automobile business right out of high school as a
teenager and had been in the business over 40 years.
Mark Tkach:
I was in the auto business and gas was really high priced and so I
got a job just selling Honda motorcycles 41 years ago.
Peter Levy:
Just out of college, my first job was in the remarketing business
for the auto industry.
Narrator:
The journey of many enthusiasts may have started on the back of
their grandpa's cruiser or in the barn with a mini bike, but it
lives on as an energy that fuels them. Sometimes for
life.
Marshall Chesrown:
I'm definitely a toy nut. I mean, I started at about eight years
old. I believe my mother bought me my first Honda mini trail. It's
here in this building, we should probably drag it out.
Mark Tkach:
I met my business partner 31 years ago dirt bike riding out in the
desert.
Peter Levy:
When I was 10 years old, my father bought me a mini bike and that
was the first time in my life that I got to really feel the wind in
my face and the freedom that it provides.
Narrator:
Customers want hassle-free transactions with the quickest and
simplest route to their dreams. Current marketplaces offer
unsecured transactions and commonly lack transparency or accurate
information.
Marshall Chesrown:
Well, I think the biggest challenge for consumers today is dealers
are not equipped to do full online transactions.
Narrator:
Riders demand more than just unmoderated listing sites with unsafe
transactions. Like any major vehicle purchase today, they want a
no-risk online transaction with trade options, asset history, and
guaranteed peace of mind.
Marshall Chesrown:
This is not about changing anything at RideNow, zero. This is all
about incremental sales and increasing the opportunity on the
pre-owned space.
Narrator:
Combining RideNow's enormous national footprint with the technology
of RumbleOn, we provide an omnichannel solution for the modern-day
enthusiast. RideNow and RumbleOn share a passion that is making
waves amongst adrenaline junkies.
Peter Levy:
RumbleOn is unique because we're in the want business. When you're
in the want business and you're buying a motorcycle like the one
I'm sitting on, there's a passion that comes about.
Mark Tkach:
People want these motorcycles and no matter what, even when things
were at their worst in 2009, we still had people come in that
door.
Marshall Chesrown:
We really landed on the motorcycle space as a great opportunity
because there weren't any major players. There weren't any
significant big box type retail organizations, and there was a
really, really antiquated online presence. It is an industry that
really had not been touched.
Mark Tkach:
We are the brick and mortar to the online side of business. I mean,
we've obviously been doing business a long time, well before the
internet came about. With the technology that they're bringing to
the table, I believe it'll be an awesome marriage and it will give
us a very nice increase in product, which will obviously flow
through to an increase in more sales, which flows through the more
profit.
Marshall Chesrown:
RideNow provides after-sale. It's great to talk about doing an
online vehicle transaction, but these are used vehicles and used
vehicles do break. To have a place that they can go for
maintenance, for oil changes, for all those types of things if they
need work on their vehicle, to be able to continue that connection
to our customer through the entire lifecycle of their
toys.
Peter Levy:
RumbleOn has given the ability for mom and dad, regardless of
seasons and regardless of place, from the comfort of their couch,
to be able to sell assets that may have been sitting in their
garage for some time or some financial need is created where they
need to sell those assets today. We've done that almost a million
times since the day we started.
Narrator:
As the leader in the motorcycle remarketing space, RumbleOn is
excited to grow with RideNow's nationwide footprint, an extensive
range of manufacturers. This creates a new opportunity to appeal to
100% of enthusiasts while expanding the fan base beyond
powersports.
Peter Levy:
It's RumbleOn's dream that when you wake up in the morning and you
grab your phone, that the first thing you do is you look at your
RumbleOn app because it's going to feed you something about your
passion.
Narrator:
We connect people to their vehicles, the unique communities they
desire and the adventures that are sure to follow.
Peter Levy:
We believe that RumbleOn and the RumbleOn app starts in the garage.
RumbleOn allows you to fill your garage with all the essentials
that you can keep in one place and revert back to
anytime.
Narrator:
We know the life of an enthusiast can be busy, so the app will
deliver tailored alerts and recommendations that will enhance
everyone's experience. When it's time to take a ride, RumbleOn
provides a list of destinations, whether they want an ATV tour in
Texas, or to attend Cars and Coffee in California, we can show them
the way.
Peter Levy: [HERE]
The feature-rich content with having all your records and your
assets, everything with a VIN stored in your RumbleOn app with
reminders for oil changes. With our nationwide footprint of
dealerships where we can service, help you pick up that broken down
bike, or service the need you have in buying and selling your new
motorcycle, no one is going to take that app off their
phone.
Marshall Chesrown:
We have technology that dealers don't have today, don't really even
have the infrastructure to create it and this is not stuff that you
go buy off the shelf for $399 a month. When you talk about
facilitating a complete online transaction through a trade-in,
through the financing, through the titling, through the payment
process, inspection process, all those types of things and doing it
100% online, we believe in the powersports space we're the only
ones that have it, the only ones that can do it.
Peter Levy:
From a cash offer tool, to auction technology, to data mining, to
artificial intelligence, to the fact that we can deliver content to
you immediately.
Narrator:
We're great at what we do. With over 250 years of combined
experience across auto, powersport, and technology industries,
we're proud of our stellar Google rating and enthused by fan
reception in-person and online.
Peter Levy:
It's the want business. The want business starts from the day you
were born. We want something and I don't think it ends until the
day you die.
Mark Tkach:
RumbleOn will bring all this used product in that obviously lowers
our pricing. It makes it more affordable for that first-time
buyer.
Marshall Chesrown:
When you want to bring new riders, from our perspective, into the
industry, you bring them in with pre-owned and you bring them in
with pre-owned because of affordability.
Mark Tkach:
40 years later, every time I see somebody taking delivery, I still
get that excitement in myself. That's the truth because it's just,
you just know what they're feeling and how excited they are, but
the passion part comes from, it's just in you.
Narrator:
Whatever you ride and wherever you explore, you'll discover an
adrenaline-filled journey with RideNow and RumbleOn that fuels your
passion for powersports at every level and keeps your wheels
turning.
****
Forward-Looking Statements
Certain statements made in the introductory video are
“forward-looking statements” within the meaning of the
“safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “target,”
“believe,” “expect,” “will,”
“shall,” “may,” “anticipate,”
“estimate,” “would,”
“positioned,” “future,”
“forecast,” “intend,” “plan,”
“project,” “outlook,” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in the introductory video regarding the proposed business
combination of RumbleOn and RideNow contemplated by the definitive
agreement (the “Transaction”), including the benefits
of the Transaction, revenue opportunities, anticipated future
financial and operating performance, and results, including
estimates for growth, and the expected timing of the Transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
managements’ current beliefs, expectations, and assumptions.
Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside of RumbleOn's control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
definitive agreement; (2) the failure to obtain debt and equity
financing required to complete the Transaction; (3) the failure to
obtain the OEM approvals; (4) the inability to complete the
Transaction, including due to failure to obtain approval of the
stockholders of RumbleOn, certain regulatory approvals, or satisfy
other conditions to closing in the definitive agreement; (5) the
impact of the COVID-19 pandemic on RumbleOn's business and/or the
ability of the parties to complete the Transaction; (6) the risk
that the Transaction disrupts current plans and operations as a
result of the announcement and consummation of the Transaction; (7)
the ability to recognize the anticipated benefits of the
Transaction, which may be affected by, among other things,
competition, the ability of management to integrate the combined
company's business and operation, and the ability of the parties to
retain its key employees; (8) costs related to the Transaction; (9)
changes in applicable laws or regulations; (10) risks relating to
the uncertainty of the projected financial information with respect
to the combined company; and (11) other risks and uncertainties
indicated from time to time in the preliminary and definitive proxy
statements to be filed with the Securities and Exchange Commission
(the “SEC”) relating to the Transaction, including
those under “Risk Factors” therein, and in RumbleOn's
other filings with the SEC. RumbleOn cautions that the foregoing
list of factors is not exclusive. RumbleOn cautions readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. RumbleOn does not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in their expectations or any change in events,
conditions, or circumstances on which any such statement is based,
whether as a result of new information, future events, or
otherwise, except as may be required by applicable law. Neither
RumbleOn nor RideNow gives any assurance that the combined company
will achieve its expectations.
Without limiting the foregoing, the inclusion of the financial
projections in the introductory video should not be regarded as an
indication that RumbleOn considered, or now considers, them to be a
reliable prediction of the future results. The financial
projections were not prepared with a view towards public disclosure
or with a view to complying with the published guidelines of the
SEC, the guidelines established by the American Institute of
Certified Public Accountants with respect to prospective financial
information, or with U.S. generally accepted accounting principles.
Neither RumbleOn’s independent auditors, nor any other
independent accountants, have compiled, examined or performed any
procedures with respect to the financial projections, nor have they
expressed any opinion or any other form of assurance on such
information or its achievability. Although the financial
projections were prepared based on assumptions and estimates that
RumbleOn’s management believes are reasonable, RumbleOn
provides no assurance that the assumptions made in preparing the
financial projections will prove accurate or that actual results
will be consistent with these financial projections. Projections of
this type involve significant risks and uncertainties, should not
be read as guarantees of future performance or results and will not
necessarily be accurate indicators of whether or not such results
will be achieved.
Additional Information about the Transaction and Where to Find
It
In connection with the Transaction, RumbleOn intends to file
relevant materials with the SEC, including a preliminary proxy
statement, and when available, a definitive proxy statement.
Promptly after filing its definitive proxy statement with the SEC,
RumbleOn will mail the definitive proxy statement and a proxy card
to each RumbleOn stockholder entitled to vote at the meeting of
stockholders relating to the Transaction. INVESTORS AND
STOCKHOLDERS OF RUMBLEON ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT RUMBLEON
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RUMBLEON, RIDENOW, AND THE
TRANSACTION. The preliminary proxy statement, the definitive proxy
statement, and other relevant materials in connection with the
Transaction (when they become available), and any other documents
filed by RumbleOn with the SEC, may be obtained free of charge at
the SEC’s website (www.sec.gov) or by visiting RumbleOn's
investor relations section at www.rumbleon.com. The information
contained on, or that may be accessed through, the websites
referenced in the introductory video are not incorporated by
reference into, and are not a part of, the introductory
video.
Participants in the Solicitation
RumbleOn and its directors and executive officers may be deemed
participants in the solicitation of proxies from RumbleOn’s
stockholders with respect to the Transaction. A list of the names
of those directors and executive officers and a description of
their interests in RumbleOn will be included in the proxy statement
for the Transaction and will be available at www.sec.gov.
Additional information regarding the interests of such participants
will be contained in the proxy statement for the Transaction when
available. Information about RumbleOn’s directors and
executive officers and their ownership of RumbleOn’s common
stock is set forth in RumbleOn’s definitive proxy statement
for its 2020 Annual Meeting of Stockholders filed with the SEC on
July 29, 2020. Other information regarding the interests of the
participants in the proxy solicitation will be included in the
proxy statement pertaining to the Transaction when it becomes
available. These documents can be obtained free of charge from the
sources indicated above.
RideNow and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
stockholders of RumbleOn in connection with the Transaction. A list
of the names of such directors and executive officers and
information regarding their interests in the Transaction will be
included in the proxy statement for the Transaction.
No Offer or Solicitation
The introductory video 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,, by RumbleOn, nor shall there be any sale of
the securities in any state in which such offer, solicitation or
sale would be unlawful before the registration or qualification
under the securities laws of such state. Any offering of the
securities will only be by means of a statutory prospectus meeting
the requirements of the rules and regulations of the SEC and
applicable law.