NEW YORK and MILPITAS, Calif., Feb.
16, 2021 /PRNewswire/ -- CF Finance Acquisition Corp.
II (Nasdaq: CFII) ("CF II"), a special purpose acquisition company
sponsored by Cantor Fitzgerald, today announced that the Securities
and Exchange Commission (the "SEC") has declared effective its
registration statement on Form S-4 in connection with its
previously announced business combination with View, Inc. ("View"),
a Silicon Valley-based smart window company.
The declaration of effectiveness by the SEC and the filing of
the definitive proxy statement is an important step in View
becoming a publicly traded company, with the goal of being listed
on the NASDAQ under the symbol "VIEW" at the close of the
transaction.
As previously announced, the business combination is expected to
deliver up to $1 billion of gross
proceeds to View including up to $500
million in fully committed PIPE investments and up to
$500 million of cash held in CF II's
trust account from its initial public offering.
CF II will hold a Special Meeting of Stockholders at
10:00 a.m. Eastern time on
March 5, 2021 to approve, among other
things, the previously announced business combination with View.
Shareholders of record at the close of business on January 27, 2021 will be entitled to receive
notice of and to vote at the Special Meeting. The meeting will be
held virtually over the internet by means of a live audio webcast.
Shareholders will be able to attend, vote their shares and submit
questions during the Special Meeting via a live webcast available
at https://www.cstproxy.com/cffinanceacquisitioncorpii/2021.
At the closing, current View shareholders will roll their
existing equity holdings into the post-business combination
company. The transaction, which has been unanimously approved by
the boards of directors of both CF II and View, is expected to
close in the first quarter of 2021, subject to regulatory and
stockholder approvals, and other customary closing conditions.
About View
View is a technology company and the
market leader in smart windows. View Smart Windows use artificial
intelligence to automatically adjust in response to the sun and
increase access to natural light, to improve people's health and
experience in buildings, while simultaneously reducing energy
consumption to mitigate the effects of climate change. Every View
installation also includes a smart building platform that consists
of power, network, and communication infrastructure. For more
information, please visit: www.view.com
On November 30, 2020, View
announced plans to become a publicly listed company through a
merger with CF Finance Acquisition Corp. II (Nasdaq: CFII), a
special purpose acquisition company sponsored by Cantor Fitzgerald.
For more information, see: Smart-Windows-Press-Release.pdf
(view.com).
About CF Finance Acquisition Corp. II
CF
Finance Acquisition Corp. II 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. CF II's efforts to
identify a prospective target business are not limited to a
particular industry or geographic region, but CF II intends to
focus on industries where its management team and founders have
experience, including the financial services, healthcare, real
estate services, technology, and software industries. CF Finance
Acquisition Corp. II is led by Chairman and Chief Executive Officer
Howard W. Lutnick.
About Cantor Fitzgerald
CF II is sponsored by
Cantor Fitzgerald. Cantor Fitzgerald, with over 12,000 employees,
is a leading global financial services group at the forefront of
financial and technological innovation and has been a proven and
resilient leader for over 70 years. Cantor Fitzgerald & Co. is
a preeminent investment bank serving more than 5,000 institutional
clients around the world, recognized for its strengths in fixed
income and equity capital markets, investment banking, prime
brokerage, and commercial real estate and for its global
distribution platform. Cantor Fitzgerald & Co. is one of the 24
primary dealers authorized to transact business with the Federal
Reserve Bank of New York. For more
information, please visit: www.cantor.com.
Important Information and Where to Find It
This
press release relates to a proposed transaction between CF II and
View. This press release does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
transaction described herein, CF II has filed relevant materials
with the SEC, including a registration statement on Form S-4, which
includes a proxy statement/prospectus. The proxy
statement/prospectus will be sent to all CF II stockholders, and
may file additional documents with the SEC regarding the proposed
transaction. Before making any voting or investment decision,
investors and security holders of CF II are urged to read the
registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC by CF II through
the website maintained by the SEC at www.sec.gov or by directing a
request to CF II to 110 East 59th Street, New York, NY 10022 or via email at
CFFinanceII@cantor.com or at (212) 938-5000.
Participants in the Solicitation
CF II and View
and their respective directors and executive officers may be deemed
to be participants in the solicitation of proxies from CF II's
stockholders in connection with the proposed transaction.
Information about CF II's directors and executive officers and
their ownership of CF II's securities is set forth in CF II's
filings with the SEC. Additional information regarding the
interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed transaction.
You may obtain free copies of these documents as described in the
preceding paragraph.
Non-Solicitation
This press release is not a
proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or
a solicitation of an offer to buy the securities of CF II or View,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
Forward-Looking Statements
Certain statements
included in this press release that are not historical facts are
forward-looking statements within the meaning of the federal
securities laws, including safe harbor provisions under the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements are sometimes accompanied by words such
as "believe," "continue," "project," "expect," "anticipate,"
"estimate," "intend," "strategy," "future," "opportunity,"
"predict," "plan," "may," "should," "will," "would," "potential,"
"seem," "seek," "outlook" and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Forward looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. These statements are based on
various assumptions, whether or not identified in this press
release. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve as and
must not be relied on by an investor 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 CF II and View. Many
factors could cause actual future events to differ from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of CF II's securities, (ii) the risk that the transaction may not
be completed by CF II's business combination deadline and the
potential failure to obtain an extension of the business
combination deadline if sought by CF II, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the approval by the stockholders of CF II, the
satisfaction of the minimum trust account amount following any
redemptions by CF II's public stockholders and the receipt of
certain governmental and regulatory approvals, (iv) the inability
to complete the PIPE Investments, (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement, (vi) the effect of the
announcement or pendency of the transaction on View's business
relationships, operating results, and business generally, (vii)
risks that the transaction disrupt current plans and operations of
View and potential difficulties in View employee retention as a
result of the transaction, (viii) the outcome of any legal
proceedings that may be instituted against View or against CF II
related to the merger agreement or the transaction, (ix) the
ability to maintain the listing of CF II stock on the Nasdaq Stock
Market, (x) volatility in the price of CF II's securities, (xi)
changes in competitive and regulated industries in which View
operates, variations in operating performance across competitors,
changes in laws and regulations affecting View's business and
changes in the combined capital structure, (xii) the ability to
implement business plans, forecasts, and other expectations after
the completion of the transaction, and identify and realize
additional opportunities, (xiii) the potential inability of View to
increase its manufacturing capacity or to achieve efficiencies
regarding its manufacturing process or other costs, (xiv) the
enforceability of View's intellectual property, including its
patents and the potential infringement on the intellectual property
rights of others, (xv) the risk of downturns and a changing
regulatory landscape in the highly competitive industry in which
View operates, and (xvi) costs related to the transaction and the
failure to realize anticipated benefits of the transaction or to
realize estimated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions. These
risks and uncertainties may be amplified by the COVID-19 pandemic,
which has caused significant economic uncertainty. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties
described in the "Risk Factors" section of the registration
statement that includes a proxy statement/prospectus on Form S-4,
and other documents filed by CF II from time to time with the SEC
(including CF II's Quarterly Reports on Form 10-Q). These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made.
Readers are cautioned not to put undue reliance on
forward-looking statements, and View and CF II assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither View nor CF II gives any assurance that
either View or CF II will achieve its expectations.
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SOURCE CF Finance Acquisition Corp. II; View, Inc.