Extraordinary
General Meeting Date
On
February 8, 2023, the Company announced the postponement of the Extraordinary General Meeting (the “Postponement”) from the
previously scheduled date of Friday, February 10, 2023, commencing at 10:00 a.m., New York City time, to Wednesday, February 15, 2023,
commencing at 10:00 a.m., New York City time. As a result of this change, the Extraordinary General Meeting will now commence at 10:00
a.m., New York City time, on Wednesday, February 15, 2023, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at
One Manhattan West, New York, NY 10001. You will be able to attend the Extraordinary General Meeting online by visiting www.cstproxy.com/newvistacap/2023.
Extension
of Redemption Deadline
As
a result of the Postponement, the previously disclosed deadline of 5:00 p.m., New York City time, on February 8, 2023 (two business days
before the Extraordinary General Meeting, as originally scheduled) for the Company’s public shareholders to (i) submit a written
request to Continental, the Company’s transfer agent, that the Company redeem their respective public shares for cash and (ii)
tender or deliver their respective shares (and share certificates (if any) and other redemption forms) to the transfer agent, physically
or electronically through The Depository Trust Company, has been extended to 5:00 p.m., New York City time, on February 13, 2023 (two
business days before the postponed Extraordinary General Meeting).
Sponsor
Contribution to Trust Account
On
February 8, 2023, the Sponsor agreed to make monthly deposits directly to the Trust Account of $200,000 (each deposit, a “Contribution”)
following the approval of the Extension Proposal and the implementation of the Extension on the terms described below. The Contributions
will be made pursuant to a non-interest bearing, unsecured promissory note (the “Promissory Note”) issued by the Company
to the Sponsor. If the Extension Proposal is approved and the Extension is implemented, the Contributions, which will be paid monthly
(or a pro rata portion thereof if less than a full month), will begin on March 1, 2023, and thereafter on the first day of each month
(or if such first day is not a business day, on the business day immediately preceding such first day) until the earlier of (i) the consummation
of a business combination, and (ii) February 19, 2024 (or any earlier date of termination, dissolution or winding up of the Company in
accordance with the Charter or as otherwise determined in the sole discretion of the Company’s board of directors) (the earlier
of (i) and (ii), the “Maturity Date”). The Promissory Note will be repayable by the Company to the Sponsor upon the Maturity
Date. The funds in the Trust Account remain invested in U.S. government treasury bills with a maturity of 185 days or less or in money
market funds investing solely in U.S. Treasuries. The Maturity Date may be accelerated upon the occurrence of an “Event of Default”
(as defined in the Promissory Note). Any outstanding principal under the Promissory Note may be prepaid at any time by the Company, at
its election and without penalty.
The
Contributions are conditioned on the approval of the Extension Proposal and the implementation of the Extension.
Sponsor
Conversion of New Vista Class B Shares
On
February 8, 2023, the Sponsor informed the Company that it expects to convert its 6,684,500 New Vista Class B Shares into New Vista Class
A Shares in accordance with the Charter prior to the redemption of any New Vista Class A Shares held by the Company’s public shareholders
in connection with the Extension Proposal. Notwithstanding such conversion, the Sponsor will not be entitled to receive any monies held
in the Trust Account as a result of its ownership of any New Vista Class A Shares.
Forward-Looking
Statements
This
Current Report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact
included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,”
“believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to
us or our management team, identify forward-looking statements.
These
forward-looking statements include, but are not limited to, statements regarding the Sponsor’s intention to convert its 6,684,500
Class B Shares. Such forward-looking statements are based on the beliefs of New Vista’s management, as well as assumptions made
by, and information currently available to, New Vista’s management, and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual results could differ materially from
those contemplated by the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties,
including: the risk that the approval of the shareholders of New Vista of the proposal for an extension of time for New Vista to complete
a business combination from February 19, 2023, to February 19, 2024 is not obtained; New Vista’s ability to enter into a definitive
agreement; the risk that the approval of the shareholders of New Vista for the potential business combination is not obtained; the failure
to obtain the necessary financing for the potential business combination; the amount of redemption requests made by New Vista’s
shareholders and the amount of funds remaining in New Vista’s trust account after satisfaction of such requests; those factors
discussed in New Vista’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities
and Exchange Commission (the “SEC”) on March 31, 2022 (the “Annual Report”) under the heading “Risk Factors,”
and other documents of New Vista filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that New
Vista presently does not know or that New Vista currently believes are immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. New Vista undertakes no obligation to update these statements for revisions or changes
after the date of this release, except as required by law.
Important
Additional Information and Where to Find It
On
January 12, 2023, New Vista filed a definitive proxy statement (the “Shareholder Meeting Proxy Statement”) with the SEC in
connection with its solicitation of proxies for New Vista’s extraordinary general meeting to be held on Friday, February 10, 2023,
commencing at 10:00 a.m., New York City time, at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, located at One Manhattan
West, New York, NY 10001 (the “Shareholder Meeting Proxy Statement”). On January 13, 2023, and February 7, 2023, New Vista
filed with the SEC amendments to the Shareholder Meeting Proxy Statement. INVESTORS AND SECURITY HOLDERS OF NEW VISTA ARE URGED TO READ
THE SHAREHOLDER MEETING PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
NEW VISTA, THE EXTRAORDINARY GENERAL MEETING AND RELATED MATTERS.
No
Offer or Solicitation
This
document is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for
or buy, any securities or the solicitation of any vote in any jurisdiction with respect to the potential business combination or otherwise,
nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
| |
New Vista Acquisition Corp |
| |
|
|
| Date: February 8, 2023 |
By: |
/s/
Dennis A. Muilenburg |
| |
Name: |
Dennis A. Muilenburg |
| |
Title: |
Chief Executive Officer |
5
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY
STATE. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT
BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM.
NEW
VISTA ACQUISITION CORP
PROMISSORY
NOTE
| |
|
|
| Principal
Amount: Up to $2,400,000 |
|
As
of February 8, 2023 |
FOR
VALUE RECEIVED and subject to the terms and conditions set forth herein, New Vista Acquisition Corp, a Cayman Islands exempted company
(“Maker”), promises to pay to New Vista Acquisition Sponsor LLC, a Delaware limited liability company, or its registered
assigns or successors in interest (collectively, “Payee”), or order, the unpaid Principal Amount (as defined herein)
of up to Two Million Four Hundred Thousand Dollars ($2,400,000) in lawful money of the United States of America, on the terms and conditions
described below (this “Note”).
1. Principal. The entire unpaid principal
balance under this Note shall be due and payable in full (unless otherwise satisfied, in the case of clauses (i) and (iii)) on the earliest
of: (i) the date by which Maker has to complete its initial merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination (the “Business Combination”) pursuant to Maker’s amended and restated memorandum
and articles of association (as may be amended from time to time) (the “Articles of Association”), (ii) immediately
upon the consummation of the Business Combination, (iii) if the Business Combination is not consummated, the date of the termination,
dissolution or winding up of Maker as determined in the sole discretion of Maker’s board of directors and (iv) if this Note is terminated
pursuant to Section 13 (such earliest date of (i), (ii), (iii) and (iv), the “Maturity Date”), unless accelerated
upon the occurrence of an Event of Default (as defined below). Any outstanding unpaid Principal Amount under this Note may be prepaid
at any time by Maker, at its election and without penalty. Under no circumstances shall any individual, including, but not limited to,
any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.
2.
Interest. No interest shall accrue on the unpaid Principal Amount of this Note.
3. Drawdowns; Register. Beginning on March
1, 2023, and thereafter on the first day of each month until the Maturity Date (or if such first day is not a business day, on the business
day immediately preceding such first day), the Payee shall advance directly to Maker’s Trust Account (as defined in the Articles
of Association), $200,000.00 (each, an “Advance” and, the sum of all Advances, the “Principal Amount”).
Maker shall maintain a register reflecting each Advance and any prepayment of all or a portion of the Principal Amount outstanding under
this Note for purposes of recording the aggregate unpaid Principal Amount of this Note outstanding at any time.
4.
Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any
sum due under this Note, including (without limitation) reasonable attorneys’ fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid Principal Amount of this Note.
5.
Events of Default. The following shall constitute Events of Default:
(a) Failure to Make Required Payments.
Failure by Maker to pay the unpaid Principal Amount due pursuant to this Note on the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement
by Maker of a voluntary case under the Federal Bankruptcy Code, as now constituted or hereafter amended, or any other applicable federal
or state bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial
part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its
debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry
of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under the Federal
Bankruptcy Code, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law,
or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days.
6.
Remedies.
(a) Upon the occurrence of an Event of Default
specified in Section 5(a), the Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon
the unpaid Principal Amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable (unless otherwise
satisfied) without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default
specified in Section 5(b) or 5(c), the unpaid Principal Amount of, and all other sums payable with regard to, this Note
shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
7. Waivers. Maker and all endorsers and
guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with
regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all
benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the
proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution,
exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant
to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in
any order desired by Payee.
8. Unconditional Liability. Maker hereby
waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and
agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any
manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and
all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions
of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker
or affecting Maker’s liability hereunder.
9. Notices. Any notice called for hereunder
shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by
any form of private or governmental express mail or delivery service providing receipted delivery, (iv) sent by facsimile or (v) sent
by e-mail, to the following addresses or to such other address as either party may designate by notice in accordance with this Section:
If to Maker:
New
Vista Acquisition Corp
125
South Wacker Drive, Suite 300
Chicago,
IL 60606
If to Payee:
New
Vista Acquisition Sponsor LLC
c/o
New Vista Acquisition Corp
125
South Wacker Drive, Suite 300
Chicago,
IL 60606
Notice shall be deemed given on the earlier of (i) actual receipt by
the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date on which an e-mail transmission was
received by the receiving party’s on-line access provider, (iv) the date reflected on a signed delivery receipt and (v) two business
days following tender of delivery or dispatch by express mail or delivery service.
10. Trust Waiver. Notwithstanding anything
herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or
to any distribution of or from the trust account established in which the proceeds of Maker’s initial public offering of securities
(“IPO”) (including the deferred underwriters discounts and commissions) and proceeds of the sale of the warrants issued
in a private placement which occurred in connection with the consummation of the IPO are deposited, as described in greater detail in
the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and agrees not
to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
11.
Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
12.
Severability. Any provision contained in this Note that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
13.
Amendment; Waiver; Termination. Any amendment hereto or waiver of any provision hereof, or any termination of this Note, may be
made with, and or only with, the written consent of Maker and the Payee.
14. Assignment; Successors and Assigns.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by either party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall
be void. This Note shall be binding upon and benefit the permitted successors and permitted assigns of a party hereto.
15. Acknowledgement. Payee is acquiring
this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any
distribution thereof. Payee understands that the acquisition of this Note involves substantial risk. Payee has experience as an investor
in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note,
and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this
investment in this Note and protecting its own interests in connection with this investment.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day
and year first above written.
| |
|
|
| |
New
Vista Acquisition Corp |
| |
|
|
| |
By: |
/s/
Dennis A. Muilenburg |
| |
Name: |
Dennis
A. Muilenburg |
| |
Title: |
Chief
Executive Officer |
Acknowledged
and agreed (and intending to be legally bound with respect to Section 3 hereof) as of the day and year first above
written:
| New
Vista Acquisition Sponsor LLC |
|
| |
|
|
| By: |
/s/
Kirsten Bartok Touw |
|
| Name: |
Kirsten
Bartok Touw |
|
| Title: |
Managing
Member |
|
4
Exhibit 99.1
New Vista Acquisition Corp Announces Postponement
of Extraordinary General Meeting From Friday,
February 10, 2023 to Wednesday, February 15, 2023, Contribution to Trust Account in Connection
with Extension Proposal and Expected Conversion of Class B Shares Held by Sponsor
CHICAGO, IL—February 8, 2023—New Vista Acquisition
Corp (NASDAQ: NVSA) (“New Vista” or the “Company”) today announced that its previously announced extraordinary
general meeting (the “Shareholder Meeting”) for the purpose of considering and voting on, among other proposals, a proposal
to amend New Vista’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to extend the date
by which New Vista must consummate an initial business combination from February 19, 2023, to February 19, 2024 (the “Extension
Proposal” and such extension, the “Extension”), has been postponed from Wednesday, February 10, 2023, at 10:00 a.m.,
New York City time, to Wednesday, February 15, 2023, at 10:00 a.m., New York City Time (the “Postponement”).
The Company also announced today that, if the Extension Proposal is
approved and the extension is implemented, its sponsor, New Vista Acquisition Sponsor LLC, has agreed to make monthly deposits directly
to the Company’s trust account of $200,000 (each deposit, a “Contribution”), up to a maximum amount of $2,400,000, in
exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Sponsor. If the Extension Proposal is approved
and the extension is implemented, the Contributions will begin on March 1, 2023, and thereafter on the first day of each month (or if
such first day is not a business day, on the business day immediately preceding such first day) until the earlier of (i) the consummation
of an initial business combination, and (ii) February 19, 2024 (or any earlier date of termination, dissolution or winding up of the Company
as determined in the sole discretion of the Company’s board of directors). The funds in the Company’s trust account remain
invested in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. treasuries.
Additionally, the Sponsor has informed the Company that it expects
to convert its 6,684,500 Class B ordinary shares, par value $0.0001 per share (“Class B Shares”), of the Company into Class
A ordinary shares, par value $0.0001 per share, of the Company (“Class A Shares”) in accordance with the Charter prior to
the redemption of any Class A Shares held by the Company’s public shareholders in connection with the Extension Proposal. Notwithstanding
such conversion, the Sponsor will not be entitled to receive any monies held in the Trust Account as a result of its ownership of any
Class A Shares.
The record date for determining the New Vista shareholders entitled
to receive notice of and to vote at the Shareholder Meeting remains the close of business on January 10, 2023 (the “Record Date”).
Shareholders as of the Record Date can vote, even if they have subsequently sold their shares. Shareholders who have previously submitted
their proxies or otherwise voted and who do not want to change their vote need not take any action. Shareholders who have not yet done
so are encouraged to vote as soon as possible.
As a result of the Postponement, the previously disclosed deadline
of 5:00 p.m., New York City time, on February 8, 2023 (two business days before the Shareholder Meeting, as originally scheduled) for
the Company’s public shareholders to submit a written request to the Company’s transfer agent for redemption of their public
shares for cash, has been extended to 5:00 p.m., New York City time, on February 13, 2023 (two business days before the postponed Shareholder
Meeting).
Shareholders who wish to withdraw their previously submitted redemption
request may do so prior to the postponed Shareholder Meeting by requesting that the Company’s transfer agent return such shares
by 5:00 p.m., New York City time, on February 13, 2023. If any such shareholders have questions or need assistance in connection with
the Shareholder Meeting, please contact the Company’s proxy solicitor, Morrow Sodali LLC, by calling (800) 662-5200, or banks and
brokers can call collect at (203) 658-9400, or by emailing NVSA.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release may include “forward-looking statements”
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used
in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”
and similar expressions, as they relate to us or our management team, identify forward-looking statements.
These forward-looking statements include, but are not limited to, statements
regarding the Sponsor’s intention to convert its 6,684,500 Class B Shares. Such forward-looking statements are based on the beliefs
of New Vista’s management, as well as assumptions made by, and information currently available to, New Vista’s management,
and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual results could differ materially from those contemplated by the forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties, including: the risk that the approval of the shareholders of New Vista
of the proposal for an extension of time for New Vista to complete a business combination from February 19, 2023, to February 19, 2024
is not obtained; New Vista’s ability to enter into a definitive agreement; the risk that the approval of the shareholders of New
Vista for the potential business combination is not obtained; the failure to obtain the necessary financing for the potential business
combination; the amount of redemption requests made by New Vista’s shareholders and the amount of funds remaining in New Vista’s
trust account after satisfaction of such requests; those factors discussed in New Vista’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (the
“Annual Report”) under the heading “Risk Factors,” and other documents of New Vista filed, or to be filed, with
the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that New Vista presently does not know or that New Vista currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. New Vista undertakes
no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Important Additional Information and Where to Find It
On January 12, 2023, New Vista filed a definitive proxy statement (the
“Shareholder Meeting Proxy Statement”) with the SEC in connection with its solicitation of proxies for New Vista’s extraordinary
general meeting to now be held on Wednesday, February 15, 2023, commencing at 10:00 a.m., New York City time, at the offices of Skadden,
Arps, Slate, Meagher & Flom LLP, located at One Manhattan West, New York, NY 10001 (the “Shareholder Meeting Proxy Statement”).
On January 13, 2023, and February 7, 2023, New Vista filed with the SEC amendments to the Shareholder Meeting Proxy Statement. INVESTORS
AND SECURITY HOLDERS OF NEW VISTA ARE URGED TO READ THE SHAREHOLDER MEETING PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NEW VISTA, THE EXTRAORDINARY GENERAL MEETING AND RELATED MATTERS.
No Offer or Solicitation
This press release is for informational purposes only and is neither
an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy, any securities or the solicitation of any vote in
any jurisdiction with respect to the potential business combination or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act.