Riverview Acquisition Corp. (Nasdaq: RVAC, "RVAC" or
"Riverview"), a publicly traded special purpose acquisition
company, announced that at a stockholder special meeting held
today, Riverview’s stockholders voted to approve its proposed
business combination with Westrock Coffee Holdings, LLC ("Westrock
Coffee"), a leading integrated coffee, tea, flavors, extracts, and
ingredients solutions provider.
At the special meeting, a total of 24,469,389 shares of common
stock, or 78.3% of Riverview’s issued and outstanding shares of
common stock as of August 3, 2022, the record date of the special
meeting, were present either in person electronically or
represented by proxy. Holders of 23,428,049 shares of common stock,
or 75.0% of the outstanding common stock of Riverview, voted for
the business combination.
The business combination is expected to close on August 26,
2022, and the combined company’s common stock is expected to begin
trading on Nasdaq on August 29, 2022, under the new ticker symbol,
"WEST."
About Westrock Coffee
Westrock Coffee Holdings, LLC is a leading integrated coffee,
tea, flavors, extracts, and ingredients solutions provider in the
U.S., providing coffee sourcing, supply chain management, product
development, roasting, packaging, and distribution services to the
retail, foodservice and restaurant, convenience store and travel
center, CPG, non-commercial and hospitality industries around the
world. With offices in 10 countries, the company sources coffee and
tea from 35 origin countries.
About Riverview Acquisition Corp.
Riverview Acquisition Corp. is a blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses. Management is led by Chief
Executive Officer R. Brad Martin, President Charles K. Slatery, and
Chief Financial Officer Will Thompson.
Additional Information and Where to Find It
In connection with the proposed transaction, Westrock Coffee has
filed with the Securities and Exchange Commission (“SEC”) a
registration statement on Form S-4 that includes a prospectus of
Westrock Coffee, as well as other relevant documents concerning the
proposed transaction. INVESTORS, SECURITY HOLDERS AND OTHER
INTERESTED PERSONS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE PROSPECTUS REGARDING THE TRANSACTION AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE
DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Interested persons may obtain a free copy of the proxy
statement/prospectus, as well as other filings containing
information about Westrock Coffee and Riverview, without charge, at
the SEC’s website (http://www.sec.gov). Copies of the prospectus
can also be obtained, without charge, by directing a request to
Riverview Acquisition Corp., 510 South Mendenhall Road, Suite 200,
Memphis, TN 38117, (901) 767-5576.
No Offer or Solicitation
This communication does not constitute (i) a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the business combination or (ii) an offer to sell, a
solicitation of an offer to buy, or a recommendation to purchase,
any securities of Westrock Coffee, Riverview, the combined company
or any of their respective affiliates. 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, nor shall 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 be
affected. No securities commission or securities regulatory
authority in the United States or any other jurisdiction has in any
way passed upon the merits of the business combination or the
accuracy or adequacy of this communication.
Forward-Looking Statements
Certain statements included in this communication that are not
historical facts are forward-looking statements. Forward-looking
statements generally are accompanied by words such as "believe,"
"may," "will," "estimate," "continue," "anticipate," "intend,"
"expect, "should," "would," "plan," "predict,” "potential," "seem,"
"seek," "future," "outlook," and similar expressions that predict
or indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, certain plans, expectations, goals,
projections, and statements about the benefits of the proposed
transaction, the plans, objections, expectations, and intentions of
Westrock Coffee and Riverview, the expected timing of completion of
the transaction, and other statements that are not historical
facts. These statements are based on information available to
Westrock Coffee and Riverview as of the date hereof and neither
Westrock Coffee nor Riverview is under any duty to update any of
the forward-looking statements after the date of this Presentation
to conform these statements to actual results. These statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of the respective
management of Westrock Coffee and Riverview as of the date hereof
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 should not be relied on
by an investor or others as, a guarantee, an assurance, a
prediction, or a definitive statement of fact or probability.
Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and
circumstances are beyond the control of Westrock Coffee and
Riverview. These forward-looking statements are subject to a number
of risks and uncertainties, including, but not limited to, changes
in domestic and foreign business, market, financial, political, and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed transaction; failure to realize the
anticipated benefits of the proposed transaction; risks relating to
the uncertainty of the projected financial information with respect
to Westrock Coffee; risks related to the rollout of Westrock
Coffee's business and the timing of expected business milestones;
the effects of competition on Westrock Coffee's business; the
ability of Riverview or Westrock Coffee to issue equity or
equity-linked securities or obtain debt financing in connection
with the proposed transaction or in the future; and those factors
discussed in Riverview’s final prospectus dated August 8, 2021,
Riverview’s annual report on Form 10-K for the year ended December
31, 2021, Riverview’s quarterly report on Form 10-Q for the three
months ended March 31, 2022 and June 30, 2022, Westrock Coffee’s
registration statement on Form S-4, which was initially filed on
April 25, 2022, and subsequently amended on June 10, 2022, July 15,
2022, August 1, 2022 and August 3, 2022, in each case, under the
heading “Risk Factors”, and other documents Riverview or Westrock
Coffee has filed, or will file, with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Riverview nor Westrock Coffee presently know, or that
Riverview or Westrock Coffee currently believe are immaterial, that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, the forward-looking
statements reflect Riverview's and Westrock Coffee's expectations,
plans, or forecasts of future events and views as of the date of
this communication. Riverview and Westrock Coffee anticipate that
subsequent events and developments will cause Riverview's and
Westrock Coffee's assessments to change. However, while Riverview
and Westrock Coffee may elect to update these forward-looking
statements at some point in the future, Riverview and Westrock
Coffee specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as a
representation of Riverview's and Westrock Coffee's assessments as
of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20220825005703/en/
Media:
ICR for Riverview and Westrock Coffee: Westrock@icrinc.com
Investor Relations:
ICR for Westrock Coffee: WestrockIR@icrinc.com
Riverview Acquisition (NASDAQ:RVAC)
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Riverview Acquisition (NASDAQ:RVAC)
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