Mountain Crest Acquisition Corp (NASDAQ:MCAC) (“Mountain Crest”), a
publicly traded special purpose acquisition company, and Playboy
Enterprises, Inc. (“Playboy”, “the Company”), one of the largest
and most recognizable lifestyle brands in the world, today
announced the results of stockholder redemptions submitted in
connection with Mountain Crest’s upcoming special meeting of its
stockholders in connection with its proposed business combination
with Playboy.
The redemption period for shares of Mountain
Crest terminated on February 5, 2021. You may no longer redeem your
shares. Stockholders requested redemption of a total of 8,842
shares, representing less than 0.2% of Mountain Crest’s issued and
outstanding shares. As a result, Mountain Crest anticipates that
approximately $58.7 million will be released from the Trust Account
to PLBY Group immediately following the closing of the
transactions. Combined with $50 million in committed PIPE
investments, Mountain Crest and Playboy expect that PLBY Group will
receive approximately $108.6 million in gross proceeds following
the closing of the transactions before payment of transaction
expenses.
Ben Kohn, CEO of Playboy, said, “We are
delighted with the overwhelming support for this transaction, which
at closing is expected to inject more than $100 million of gross
proceeds into PLBY Group, so that we can aggressively capitalize on
our well-defined and exciting organic and acquisition-led growth
plan.”
Kohn continued, “We believe the minimal
redemption speaks to market confidence in our ability to execute
our plan as we seek to drive stockholder value over the long-term.
Stockholders who have not yet submitted their votes are encouraged
to do so today, ahead of the Mountain Crest special meeting on
Tuesday, February 9th at 10:00 a.m. ET. No matter how many shares
you own, it's important for all investors holding shares as of the
January 13, 2021 record date to participate and vote their shares
in favor of the transaction. Thank you to the many Mountain Crest
stockholders who have already voted in favor of the
transaction.”
YOUR VOTE DOES NOT REQUIRE YOU TO REDEEM
YOUR SHARES. THE REDEMPTION PERIOD HAS CLOSED AND
SHARES CAN NO LONGER BE REDEEMED IN CONNECTION WITH THE SPECIAL
MEETING. IF YOU HAVE NOT DONE SO, PLEASE VOTE.
Mountain Crest and Playboy remind Mountain Crest
stockholders that the redemption window closed last Friday,
February 5, 2021, and urge stockholders to submit their votes
before the virtual special meeting scheduled for Tuesday,
February 9, 2021 at 10:00 a.m., Eastern Time.
Investors with questions about how to submit
their votes should contact Advantage Proxy, Inc. toll free at
1-877-870-8565, collect at 1-206-870-8565 or by email
to ksmith@advantageproxy.com.
Proxy Vote Notification
IF YOU DO NOT VOTE YOUR SHARES AND MOUNTAIN CREST DOES
NOT HAVE A QUORUM PRESENT AT THE SPECIAL MEETING, THE SPECIAL
MEETING WILL HAVE TO BE ADJOURNED. WE URGE YOU TO
VOTE!
Every stockholder's vote is important, regardless of the number
of shares you hold. Accordingly, Mountain Crest requests that each
stockholder either vote online, by telephone or complete, sign,
date and return a proxy card if it has not already done so, to
ensure that your shares will be voted and represented at the
meeting.
If you fail to return your proxy card or fail to instruct your
bank, broker or other nominee how to vote, your shares will not be
counted for purposes of determining whether a quorum is present at,
and the number of votes voted at, the meeting. The redemption offer
period has ended. Your shares cannot be redeemed if you vote your
proxy. You will continue to hold your shares.
Stockholders holding common stock at the close of business on
January 13, 2021 are entitled to vote at the meeting. Meeting
materials, including the definitive proxy statement filed with the
Securities and Exchange Commission (the “SEC”) on January 21, 2021,
along with a proxy card, were mailed on January 22, 2021 to
stockholders of record as of January 13, 2021. A proxy supplement
containing certain updated information was also filed with the SEC
on February 2, 2021 and made available at www.sec.gov.
If you have not received a copy of the meeting materials, or
need assistance with voting your shares, please
contact Advantage Proxy, Inc. toll free at
1-877-870-8565, collect at 1-206-870-8565 or by email
to ksmith@advantageproxy.com.
About PlayboyPlayboy is one of
the largest and most recognizable global lifestyle platforms in the
world, with a strong consumer business focused on four categories
comprising The Pleasure Lifestyle: Sexual Wellness, Style &
Apparel, Gaming & Lifestyle and Beauty & Grooming. Under
its mission of Pleasure for All, the 67-year-old Playboy brand
drives more than $3 billion in global consumer spend and sells
products across 180 countries. Playboy is one of the most iconic
brands in history.
About Mountain Crest Acquisition
CorpMountain Crest Acquisition Corp is a blank check
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. Mountain
Crest Acquisition Corp's efforts to identify a prospective target
business was not limited to a particular industry or geographic
region, although the Company focused on operating businesses in
North America. Visit https://www.mcacquisition.com/.
Important Information About the Proposed
Business Combination and Where to Find It
In connection with the proposed business
combination, Mountain Crest filed its definitive proxy statement on
Schedule 14A on January 21, 2021, a proxy supplement on February 2,
2021 with the Securities and Exchange Commission (the “SEC”), and
intends to file additional relevant materials when available.
Mountain Crest’s stockholders and other interested persons are
advised to read the definitive proxy statement filed in connection
with the proposed business combination, as these materials contain
important information about Playboy, Mountain Crest, and the
proposed business combination. Mountain Crest has mailed the
definitive proxy statement and a proxy card to each stockholder of
record entitled to vote at the special meeting on the business
combination and the other proposals. STOCKHOLDERS OF MOUNTAIN CREST
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE BUSINESS COMBINATION THAT MOUNTAIN CREST FILES WITH THE
SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MOUNTAIN
CREST, PLAYBOY, AND THE BUSINESS COMBINATION. Stockholders are also
able to obtain copies of the definitive proxy statement and other
relevant materials filed with the SEC, without charge, at the SEC’s
website at www.sec.gov, or by visiting the investor relations
section of https://www.mcacquisition.com/.
Participants in the
Solicitation
Mountain Crest and its directors and executive
officers may be deemed participants in the solicitation of proxies
from Mountain Crest’s stockholders with respect to the business
combination. A list of the names of those directors and executive
officers and a description of their interests in Mountain Crest are
included in the definitive proxy statement for the proposed
business combination and are available at www.sec.gov. Information
about Mountain Crest’s directors and executive officers and their
ownership of Mountain Crest common stock is set forth in Mountain
Crest’s prospectus, dated June 4, 2020 and in the definitive proxy
statement, as modified or supplemented by any Form 3 or Form 4
filed with the SEC since the date of such filings. Other
information regarding the interests of the participants in the
proxy solicitation is included in the definitive proxy statement
pertaining to the proposed business combination. These documents
can be obtained free of charge from the sources indicated
above.
Playboy and its directors and executive officers
may also be deemed to be participants in the solicitation of
proxies from the stockholders of Mountain Crest in connection with
the proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination is included in the
definitive proxy statement for the proposed business
combination.
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.
Mountain Crest’s and Playboy’s actual results may differ from their
expectations, estimates, and projections and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,”
“will,” “could,” “should,” “believes,” “predicts,” “potential,”
“continue,” and similar expressions (or the negative versions of
such words or expressions) are intended to identify such
forward-looking statements. These forward-looking statements
include, without limitation, Mountain Crest’s and Playboy’s
expectations with respect to future performance and anticipated
financial impacts of the proposed business combination, the
satisfaction of the closing conditions to the proposed business
combination, and the timing of the completion of the proposed
business combination.
These forward-looking statements involve
significant risks and uncertainties that could cause the actual
results to differ materially from those discussed in the
forward-looking statements. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the definitive merger agreement (the “Agreement”) or
could otherwise cause the transaction to fail to close; (2) the
outcome of any legal proceedings that may be instituted against
Mountain Crest and Playboy following the announcement of the
Agreement and the transactions contemplated therein; (3) the
inability to complete the proposed business combination, including
due to failure to obtain approval of the stockholders of Mountain
Crest and certain regulatory approvals, or to satisfy other
conditions to closing in the Agreement; (4) the impact of COVID-19
pandemic on Playboy’s business and/or the ability of the parties to
complete the proposed business combination; (5) the inability to
obtain or maintain the listing of Mountain Crest’s shares of common
stock on Nasdaq following the proposed business combination; (6)
the risk that the proposed business combination disrupts current
plans and operations as a result of the announcement and
consummation of the proposed business combination; (7) the ability
to recognize the anticipated benefits of the proposed business
combination, which may be affected by, among other things,
competition, the ability of Playboy to grow and manage growth
profitably, and retain its key employees; (8) costs related to the
proposed business combination; (9) changes in applicable laws or
regulations; (10) the possibility that Mountain Crest or Playboy
may be adversely affected by other economic, business, and/or
competitive factors; (11) risks relating to the uncertainty of the
projected financial information with respect to Playboy; (12) risks
related to the organic and inorganic growth of Playboy’s business
and the timing of expected business milestones; (13) the amount of
redemption requests made by Mountain Crest’s stockholders; and (14)
other risks and uncertainties indicated from time to time in the
final prospectus of Mountain Crest for its initial public offering
and the definitive proxy statement relating to the proposed
business combination, including those under “Risk Factors” therein,
and in Mountain Crest’s other filings with the SEC. Mountain Crest
cautions that the foregoing list of factors is not exclusive.
Mountain Crest and Playboy caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Mountain Crest and Playboy do 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.
No Offer or Solicitation
This press release shall not constitute a
solicitation of a proxy, consent, or authorization with respect to
any securities or in respect of the proposed business combination.
This press release shall also 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 states or jurisdictions 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 Section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Contacts:
InvestorsPlayboyIR@icrinc.com
MediaPlayboyPR@icrinc.com
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