- Merger agreement provides for debt capital to facilitate
previously announced acquisitions and additional working
capital
- The merger would result in Unique Logistics International
becoming a Nasdaq-listed company
NEW
YORK, Dec. 19, 2022 /PRNewswire/ -- Unique
Logistics International, Inc. (OTCMKTS: UNQL) ("Unique" or the
"Company"), a global logistics and freight forwarding company,
today announced that it has signed a definitive agreement and plan
of merger (the "Merger Agreement") with Edify Acquisition Corp.
("Edify") (Nasdaq: EAC), a special purpose acquisition company, for
a proposed business combination of the two companies. Under the
Merger Agreement, subject to satisfaction of the closing conditions
contained therein, Unique will merge with a subsidiary of Edify,
and thereby become a wholly-owned subsidiary of Edify. Upon
completion of the merger, class A common stock of the combined
company will be listed on the Nasdaq Capital Market.
Unique Logistics International, Inc.
Announces Merger Agreement with Edify Acquisition Corp.
In conjunction with entering into the Merger Agreement, the
Company entered into a commitment letter relating to the provision
to the Company of a senior secured financing facility in the
maximum aggregate principal amount of $35,000,000, which the Company intends to use to
fund its previously announced pending acquisitions of eight
subsidiaries and affiliates of Unique Logistics Holdings Limited, a
Hong Kong corporation, pursuant to
previously executed stock purchase agreements.
Sunandan Ray, CEO of Unique,
said: "We are pleased to enter into this agreement with Edify,
which we are confident will position Unique to quickly complete our
planned acquisitions in Hong Kong,
China, India, Vietnam, and the United Kingdom.
"We also expect the merger to provide us with additional capital
to advance freight forwarding and contract logistics expansion
efforts in strategic markets in the
United States, helping Unique achieve our goal of rapidly
capturing market share across all critical logistics hubs in the
country. Combined with our capital efficient model, the transaction
has the potential to put Unique's operating platform on the fast
track to rollout across most of those critical hubs."
Mr. Ray concluded: "Upon completion, we expect that the merger
will result in growth opportunities, including improved access to
capital, M&A opportunities and increased liquidity."
ABOUT UNIQUE LOGISTICS INTERNATIONAL, INC.
Unique Logistics International, Inc. (OTCMKTS: UNQL), through
its wholly owned operating subsidiaries, is a global logistics and
freight forwarding company providing a range of international
logistics services that enable its customers to outsource to the
Company sections of their supply chain process. The services
provided are seamlessly managed by its network of trained employees
and integrated information systems. We enable our customers to
share data regarding their international vendors and purchase
orders with us, execute the flow of goods and information under
their operating instructions, provide visibility to the flow of
goods from factory to distribution center or store and when
required, update their inventory records.
Additional Information about the Proposed Merger and Where to
Find It
This press release relates to a proposed transaction
between Unique Logistics International, Inc. and Edify Acquisition
Corp. In connection with the transaction described herein, Edify
will to file with the U.S. Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 that will include a
prospectus with respect to its securities to be issued in
connection with the merger, a proxy statement with respect to the
stockholder meeting of Edify to vote on the merger, and a consent
solicitation statement with respect to the Company's solicitation
of its stockholders of their written consent to approve the plan of
merger set forth in the Merger Agreement. The proxy
statement/consent solicitation statement/prospectus will be sent to
all Edify shareholders and Company stockholders. In addition, Edify
and Unique may file other relevant documents concerning the merger
with the SEC. Investors and stockholders of Edify and Unique and
other interested persons are urged to read, when available, the
registration statement, the proxy statement/consent solicitation
statement/prospectus as well as other relevant documents filed with
the SEC in connection with the proposed merger because these
documents will contain important information about Edify, Unique,
and the merger. Once available, stockholders will also be able to
obtain a copy of the Form S-4, including the proxy
statement/consent solicitation statement/prospectus, and other
documents filed with the SEC without charge, at the SEC's website
(www.sec.gov). Security holders of the
Company may also obtain free copies of the proxy statement/consent
solicitation statement/prospectus, and any other documents related
to the merger that Unique files with the SEC, when they become
available, by directing a request by telephone or mail to Unique
Logistics International Inc., Attn: Eli
Kay, Chief Financial Officer. Security holders of Edify may
also obtain free copies of the proxy statement/consent solicitation
statement/prospectus, and any other documents related to the merger
that Edify files with the SEC, when they become available, by
directing a request to: Edify Acquisition Corp., Attn: Morris Beyda, Chief Financial
Officer.
Participants in the Solicitation
Edify, Unique, and their directors and executive officers may be
deemed to be participants in the solicitation of proxies from Edify
shareholders and written consents from Unique's stockholders with
respect to the merger.
Information about Edify's directors and executive officers and a
description of their interests in Edify and with respect to the
merger and any other matters to be acted upon at the Edify
stockholder meeting will be included in the proxy statement/consent
solicitation statement/prospectus for the proposed merger and be
available at the SEC's website (www.sec.gov).
Information about Unique's directors and executive officers is
set forth in Unique's Annual Report on Form 10-K for the year ended
May 31, 2022, as filed with the SEC
on September 13, 2022, and
information regarding their interests in Unique and with respect to
the merger will be included in the proxy statement/consent
solicitation statement/prospectus in connection with the proposed
merger.
No Offer or Solicitation
This press release is not a proxy statement or consent
solicitation statement or solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the
proposed transaction and does not constitute an offer to sell or
the solicitation of an offer to buy any securities of Edify, the
Company, or any successor entity thereof nor shall there be any
offer, solicitation, exchange, or sale of any such securities in
any state or jurisdiction in which such offer, solicitation,
exchange, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This press release contains includes a number of forward-looking
statements that reflect management's current views with respect to
future events. Forward-looking statements include all statements
that are not historical facts, including statements regarding the
impact of the proposed merger on, and anticipated future growth
(including through the completion of pending acquisitions) and
other goals of, the Company; in some cases you can also identify
forward-looking statements by terminology such as "may," "should,"
"expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of these
terms or other comparable terminology. All forward-looking
statements are based on the Company's current expectations and
beliefs concerning future developments and their potential effects
on Edify, the Company, or any successor entity thereof. Any such
forward-looking statements are based on various assumptions,
whether or not identified in this press release, are not guarantees
of future performance, and involve a number of risks,
uncertainties, or other factors that may cause actual results or
performance to be materially different from those expressed or
implied by the forward-looking statements included in this press
release. These risks and uncertainties include, but are not limited
to, those discussed and identified in public filings made by Unique
and Edify with the SEC; the amount of any redemptions by existing
holders of shares of Edify's Class A common stock being greater
than expected, which may reduce the cash in trust available to
Unique upon the consummation of the merger; the occurrence of any
event, change, or other circumstances that could give rise to the
termination of the Merger Agreement; the outcome of any legal
proceedings that may be instituted against Unique or Edify
following announcement of the Merger Agreement and the transactions
contemplated therein; the inability to complete the proposed merger
due to, among other things, the failure to obtain Unique
stockholder approval or Edify shareholder approval or satisfy the
minimum trust account amount following any redemptions by Edify's
public shareholders; the effect of the announcement or pendency of
the merger on Unique's business relationships, operating results,
and business generally; the risk that the announcement and
consummation of the proposed merger disrupts Unique's current plans
or operations; unexpected costs related to the proposed merger; the
risks that the consummation of the proposed merger is substantially
delayed or does not occur, including prior to the date on which
Edify is required to liquidate under the terms of its charter
documents; the risk that Unique may need to raise additional
capital to execute its growth plans, which many not be available on
acceptable terms or at all; and the risk that the post-merger
company experiences difficulties in managing its growth and
expanding operations. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the "Risk Factors"
section of the S-4 Registration Statement and proxy
statement/consent solicitation statement/prospectus discussed above
and other documents filed or to be filed by Edify, Unique, and/or
or any successor entity thereof from time to time with the SEC.
These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
Should one or more of these risks or uncertainties materialize or
should any of the assumptions made by the management of Unique
prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements
concerning the proposed merger or other matters addressed in this
press release and attributable to Unique or any person acting on
its behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this press
release. Forward-looking statements speak only as of the date they
are made. Except to the extent required by applicable law or
regulation, Unique undertakes no obligation to update these
forward-looking statements to reflect new information or events or
circumstances occurring after the date of this press release.
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SOURCE Unique Logistics International, Inc.