FG New America Acquisition Corp. (NYSE: FGNA) (“FGNA”), a
special purpose acquisition corporation, today announced that it
has set a meeting date of July 16, 2021 for its special meeting
(the "Special Meeting") to approve the previously announced
proposed business combination (the "Business Combination") with
Opportunity Financial, LLC (“OppFi”), a leading financial
technology platform that powers banks to serve the everyday
consumer. Holders of record of FGNA common stock as of the close of
business on June 21, 2021 (the “Record Date”) will be entitled to
receive notice and to vote at the Special Meeting.
“The entire OppFi team is energized to emerge from the process
as a listed company,” stated Jared Kaplan, chief executive officer,
OppFi. “We continue to build out our digital financial services
platform and deliver upon our mission of expanding credit access
and financial inclusion for millions of overlooked
individuals.”
FGNA Chairman Joe Moglia stated, “The team at FG New America and
I are excited for OppFi to enter the public markets as they reach
another milestone in the transaction process. We all are eager to
complete the proposed business combination, allowing OppFi to
execute on its growth strategy while transforming the American
financial system.”
The closing of the Business Combination is subject to approval
by FGNA's stockholders and the satisfaction of certain customary
closing conditions. The Business Combination is expected to close
promptly after the Special Meeting.
Due to the COVID-19 pandemic, the Special Meeting will be held
virtually, and FGNA stockholders can attend the Special Meeting
using the virtual meeting instructions set forth on their proxy
cards. If any FGNA stockholder does not receive a copy of the
definitive proxy statement for the Business Combination, that
stockholder should contact their broker or contact Alliance
Advisors, FGNA's proxy solicitor, for assistance, toll-free at
(888) 991-1293 (banks and brokers can call collect at (855)
200-8127). FGNA stockholders who have questions or need assistance
in voting their shares are instructed to call Alliance Advisors at
(855) 200-8127.
FGNA stockholders can register for the Special Meeting by
visiting the following link:
https://www.cstproxy.com/fgnewamerica/2021/. Only FGNA stockholders
with valid control numbers from their proxy cards may submit
questions. FGNA stockholders will have the opportunity to submit
questions both in advance of the Special Meeting and during the
Special Meeting, in each case upon receipt of their proxy cards and
the control numbers set forth therein. All questions should be
submitted via the chat box on the virtual meeting page on the link
listed above. Questions submitted in advance of the Special Meeting
and during the Special Meeting will be addressed during the Special
Meeting as time permits and at the sole and absolute discretion of
FGNA. Questions will be addressed in the order received. FGNA
stockholders who need assistance submitting questions should call
Continental Stock Transfer & Trust Company, FGNA's virtual
meeting provider, at (917) 262-2373.
About OppFi
OppFi is a leading financial technology platform that powers
banks to offer accessible products and a top-rated experience to
everyday consumers. Through its unwavering commitment to customer
service, OppFi helps consumers who are turned away by traditional
providers build a better financial path. To date, OppFi has
facilitated the issuance of more than 1.5 million loans. The
company has been an Inc. 5000 company for five straight years, a
Deloitte's Technology Fast 500™, and the seventh fastest-growing
company in Chicagoland in 2021 as measured by Crain's Chicago
Business based on five-year growth rate. The company was also
listed on the Forbes America 2021 list of America's Best Startup
Employers and the Built In's 2021 Best Places to Work in Chicago.
OppFi maintains an A+ rating from the Better Business Bureau (BBB)
and maintains a 4.8/5 star rating with more than 14,000 online
customer reviews, making it one of the top customer-rated financial
platforms online. For more information, please visit oppfi.com.
About FGNA
FG New America Acquisition Corp., (NYSE: FGNA), is a NYSE-listed
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. For more information, please visit
www.fgnewamerica.com.
Forward-Looking Statements
This information includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. FGNA's and OppFi'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 are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, OppFi's beliefs regarding the impact of the proposed
business combination on its business. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside FGNA's and OppFi's
control and are difficult to predict. 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 business combination agreement
(the "Agreement"); (2) the outcome of any legal proceedings that
may be instituted against FGNA and OppFi 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 FGNA,
certain regulatory approvals or satisfy other conditions to closing
in the Agreement, including with respect to the levels of FGNA
stockholder redemptions; (4) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Agreement or could otherwise cause the transaction to fail to
close; (5) the impact of COVID-19 on OppFi's business and/or the
ability of the parties to complete the proposed business
combination; (6) the inability to obtain or maintain the listing of
the combined company's shares of common stock on the New York Stock
Exchange following the proposed business combination; (7) 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; (8) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
OppFi to grow and manage growth profitably and retain its key
employees; (9) costs related to the proposed business combination;
(10) changes in applicable laws or regulations; (11) the
possibility that OppFi or FGNA may be adversely affected by other
economic, business, and/or competitive factors; (12) whether OppFi
will be successful in launching OppFi Card, including whether there
will be consumer or market acceptance of OppFi Card; and (13) other
risks and uncertainties indicated from time to time in FGNA's proxy
statement relating to the proposed business combination, including
those under "Risk Factors" therein, and in FGNA's other filings
with the SEC. FGNA and OppFi caution that the foregoing list of
factors is not exclusive. FGNA and OppFi caution readers not to
place undue reliance upon any forward-looking statements, which
speak only as of the date made. FGNA and OppFi 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 its expectations or any change in events, conditions
or circumstances on which any such statement is based.
Important Information and Where to Find It
In connection with the proposed business combination, FGNA filed
a definitive proxy statement with the SEC. FGNA's stockholders and
other interested persons are advised to read the definitive proxy
statement and documents incorporated by reference therein filed in
connection with the proposed business combination, as these
materials contain important information about OppFi, FGNA and the
proposed business combination. The definitive proxy statement and
other relevant materials for the proposed business combination will
be mailed to stockholders of FGNA as of the Record Date.
Stockholders will also be able to obtain copies of the definitive
proxy statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to:
FG New America Acquisition Corp., Attention: Hassan Baqar, Chief
Financial Officer, 105 S. Maple Street, Itasca, Illinois 60143.
Participants in the Solicitation
FGNA and its directors and executive officers may be deemed
participants in the solicitation of proxies from FGNA'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 FGNA was filed in the definitive
proxy statement for the proposed business combination and is
available at www.sec.gov.
OppFi and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of FGNA in connection with the business combination. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed business
combination was included in the definitive proxy statement for the
proposed business combination.
Non-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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210622006037/en/
OppFi Investor Relations: Investors@oppfi.com Media
Relations: media@oppfi.com
FGNA Investor Relations: info@fgnewamerica.com Media
Relations: media@fgnewamerica.com
FG New America Acquisition (NYSE:FGNA)
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