Act II Global Acquisition Corp. Announces Private Placement Transaction, Amendment to Share Purchase Agreement and Proposed Amendment to Outstanding Warrants
Act II Global Acquisition Corp. (NASDAQ: ACTT) (“Act II”), a special purpose acquisition company, announced today that it has entered into a private placement transaction, at a $10 per share benchmark, with a consortium of investors and accounts led by institutional investor Baron Small Cap Fund for gross proceeds of $75 million.
“We are excited to invest in Whole Earth Brands and provide capital so that the company can continue to innovate, expand distribution, and make strategic acquisitions,” remarked Cliff Greenberg, portfolio manager of Baron Small Cap Fund. “We believe the business has highly attractive fundamental characteristics and growth prospects and we are enthused to support Irwin Simon and the management team on their quest to build the next great natural foods and ingredients company.”
“We appreciate the support of our new PIPE investors and believe these blue-chip, long-term focused, institutional shareholders will help strengthen Whole Earth Brands for many years to come,” commented Irwin Simon, Executive Chairman of Act II. “We remain excited about the opportunity, creating a global platform of healthy, natural and no-sugar-added foods. We believe today’s private placement and transaction amendments increase deal certainty and significantly improve the financial profile of the business and value proposition to all of our shareholders.”
In addition, the Company today announced an amendment to the terms of its previously announced proposed share purchase agreement with certain entities related to the business and operations of Merisant Company (“Merisant”) and MAFCO Worldwide LLC (“MAFCO”). Under the terms of the proposed amendment:
Substantial Reduction in Dilutive Securities
- Following the closing, the Sellers will no longer receive the previously agreed 1.0 million shares in escrow
- the Sellers will also forfeit their contingent right to any additional earnout consideration, which had totaled up to approximately 2.7 million shares;
- Act II Global LLC (the “Sponsor”) will forfeit 3.0 million Class B ordinary shares;
- 61% of the Sponsor’s private placement warrants will be eliminated at the closing of the business combination;
- as a condition to the parties’ obligations to complete the private placement, Act II will amend all other publicly-held warrants so that each such warrant holder will receive, following the closing of the business combination a cash payment of $0.75 per warrant (with the Sponsor and the private placement investors waiving the right to any such cash payment) and the warrant will be exercisable for one-half of a Class A ordinary share for an exercise price of $5.75 for each one-half share ($11.50 per whole share), effectively eliminating 50% of the dilution from the public warrants.
Improved Leverage Profile