One Madison Corporation (NYSE:OMAD, OMAD.U, OMAD.WS) (the
“Company”) today announced, in connection with its previously
announced business combination (the “Ranpak Business Combination”)
with Rack Holdings Inc. and Ranpak Corp., that:
- The Company has entered into an
agreement with One Madison Group LLC (the “Sponsor”) that subjects
100% of the Sponsor-owned Class B ordinary shares (the “Founder
Shares”), to an earn-out provision, with 50% of the Founder Shares
held by the Sponsor, or 3,397,500 Founder Shares, subject to a
$15.00 threshold and 50% of the Founder Shares held by the Sponsor,
or 3,397,500 Founder Shares, subject to a $17.00 threshold;
- The Company has entered into an
agreement with its anchor investors that subjects all 3,750,000
Founder Shares held by the anchor investors to a $12.50 earn-out
condition; and
- The Company has entered into a
subscription agreement with a new institutional investor for the
sale of Class A ordinary shares, at a purchase price of $10.26 per
share, in a private placement which will result in aggregate gross
proceeds of approximately $20 million; and
- The Company intends to extend the
deadline for the Company's shareholders to exercise their
redemption rights to 5:00 p.m., Eastern Time on May 23, 2019, and
adjourn its announced Extraordinary General Meeting of shareholders
until May 28, 2019.
Upon the consummation of the business combination with Ranpak,
the Company intends to change its name to “Ranpak Holdings Corp.,”
and apply for the continued listing on the NYSE of its Class A
common stock and warrants under the symbols “PACK” and “PACK.WS,”
respectively.
About One Madison Corp.
One Madison Corp. is a special purpose acquisition company
launched in 2018 for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses. One
Madison began trading on NYSE in January 2018 and its Class A
ordinary shares, units and warrants trade under the ticker symbols
OMAD, OMAD.U, and OMAD.WS, respectively. One Madison is sponsored
by One Madison Group LLC, an investment firm founded by Omar Asali,
formerly President and Chief Executive Officer of HRG Group. One
Madison’s investors and strategic partners include JS Capital and
Soros Capital (the family offices of Jonathan Soros and Robert
Soros, respectively), as well as entities managed by Blackstone
Alternative Solutions L.L.C. On December 12, 2018, One Madison
entered into a definitive agreement with affiliates of Rhône
Capital, pursuant to which One Madison will combine with
Ranpak.
About Ranpak Corp.
Founded in 1972, Ranpak's goal was to create the first
environmentally responsible system to effectively protect products
during shipment. The development and improvement of materials,
systems and total solution concepts have earned Ranpak a reputation
as an innovative leader in e-commerce and industrial supply chain
solutions. Ranpak is headquartered in Concord Township, Ohio and
has approximately 550 employees.
Caution About Forward-Looking Statements
The information in this press release may contain
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Our forward-looking statements include, but are
not limited to, statements regarding our or our management team’s
expectations, hopes, beliefs, intentions or strategies regarding
the future. Statements that are not historical facts, including
statements about the pending transaction among One Madison
Corporation (the “Company”), Rack Holdings L.P. and Rack Holdings
Inc. (“Ranpak”) and the transactions contemplated thereby, and the
parties, perspectives and expectations, are forward-looking
statements. In addition, any statements that refer to estimates,
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “forecast,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements in this press release may include, for example,
statements about: our ability to complete our initial business
combination; our expectations around the performance of the
prospective target business or business; our success in retaining
or recruiting, or changes required in, our officers, key employees
or directors following our initial business combination; our
officers and directors allocating their time to other businesses
and potentially having conflicts of interest with our business or
in approving our initial business combination; the proceeds of the
forward purchase shares being available to us; our potential
ability to obtain additional financing to complete our initial
business combination; our public securities’ potential liquidity
and trading; the lack of a market for our securities; the use of
proceeds not held in the trust account or available to us from
interest income on the trust account balance; the trust account not
being subject to claims of third parties; or our financial
performance following this offering.
The forward-looking statements contained in this press release
are based on our current expectations and beliefs concerning future
developments and their potential effects on us taking into account
information currently available to us. There can be no assurance
that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond our control) or
other assumptions that may cause actual results or performance to
be materially different from those expressed or implied by these
forward-looking statements. These risks include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could result in the failure to consummate the
initial business combination; (2) the possibility that the terms
and conditions set forth in any definitive agreements with respect
to the initial business combination may differ materially from the
terms and conditions set forth herein; (3) the outcome of any legal
proceedings that may be instituted against the Company, Ranpak or
others following the announcement of the initial business
combination and any definitive agreements with respect thereto; (4)
the inability to complete the initial business combination due to
the failure to obtain approval of the stockholders of the Company,
to obtain financing to complete the initial business combination or
to satisfy other conditions to closing in the definitive agreements
with respect to the initial business combination; (5) changes to
the proposed structure of the initial business combination that may
be required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the initial business combination; (6) the ability to meet and
maintain NYSE’s listing standards following the consummation of the
initial business combination; (7) the risk that the initial
business combination disrupts current plans and operations of
Ranpak as a result of the announcement and consummation of the
initial business combination; (8) costs related to the initial
business combination; (9) changes in applicable laws or
regulations; (10) the possibility that Ranpak or the Company may be
adversely affected by other economic, business, and/or competitive
factors; and (11) other risks and uncertainties indicated from time
to time in filings made with the SEC. Should one or more of these
risks or uncertainties materialize, they could cause our actual
results to differ materially from the forward-looking statements.
We are not undertaking any obligation to update or revise any
forward looking statements whether as a result of new information,
future events or otherwise. You should not take any statement
regarding past trends or activities as a representation that the
trends or activities will continue in the future. Accordingly, you
should not put undue reliance on these statements.
No Offer or Solicitation
This press release is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed business combination or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Additional Information
In connection with the proposed acquisition, One Madison filed a
registration statement on Form S-4 (File No. 333-230030) (the
“Registration Statement”) with the Securities and Exchange
Commission (the “SEC”), which includes a proxy
statement/prospectus, that is both the proxy statement to be
distributed to holders of the Company’s ordinary shares in
connection with the Company’s solicitation of proxies for the vote
by the Company’s shareholders with respect to the business
combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the
securities to be issued to the Company’s equityholders in
connection with the Company’s proposed domestication as a Delaware
corporation in connection with the completion of the business
combination. The Registration Statement was declared effective on
May 2, 2019 and the definitive proxy statement/prospectus and other
relevant documents have been mailed to One Madison’s shareholders
as of May 6, 2019, the record date for the extraordinary general
meeting of One Madison to be held in connection with the business
combination. One Madison’s shareholders and other interested
persons are advised to read the definitive proxy
statement/prospectus included in the Registration Statement as
these materials contain important information about One Madison,
Ranpak and the business combination. Stockholders may obtain a free
copy of the proxy statement/prospectus (when available) and any
other relevant documents filed with the SEC from the SEC’s website
at http://www.sec.gov. In addition, stockholders will be able to
obtain, without charge, a copy of the proxy statement/prospectus
and other relevant documents (when available) at One Madison’s
website at
http://www.onemadisoncorp.com/corporate-governance--investor-relations.html
or by contacting One Madison’s investor relations department via
e-mail at info@onemadisongroup.com.
Participants in the Solicitation
One Madison and its directors, executive officers and other
members of its management and employees may be deemed to be
participants in the solicitation of proxies from One Madison’s
stockholders with respect to the proposed acquisition. Information
about One Madison’s directors and executive officers and their
ownership of One Madison’s common stock is set forth in One
Madison’s filings with the SEC, including (i) the Annual Report on
Form 10-K for the fiscal year ended December 31, 2018, which was
filed on February 28, 2019 and (ii) the Proxy Statement and
Prospectus each filed on May 2, 2019. Stockholders may obtain
additional information regarding the direct and indirect interests
of the participants in the solicitation of proxies in connection
with the proposed acquisition, including the interests of One
Madison’s directors and executive officers in the proposed
acquisition, which may be different than those of One Madison’s
stockholders generally, by reading the proxy statement/prospectus
and other relevant documents regarding the proposed acquisition,
which will be filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190515005195/en/
MediaSard Verbinnen & Co.David Millar/Julie
Casale212-687-8080
One Madison Corp (NYSE:OMAD.UN)
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