Forum Merger II Corporation (Nasdaq: FMCI) (“Forum” or the
“Company”) today announced it has signed a letter of intent and
expects to sign a definitive agreement to acquire a high-growth,
plant-based food company with a broad portfolio of innovative
products that are aligned with major food trends and sold through
leading retailers and distributors across the United States (the
“Target”).
The Target’s disruptive strategy is focused on addressing the
growing consumer demand for nutritious, great tasting,
better-for-you products with plant-based food. The Target’s
alignment with today’s secular food trends, combined with its
robust, plant-based offerings that feature unique ingredients,
innovative recipes and creative branding, has allowed it to
establish a meaningful market presence in a short period of time.
Forum believes that the Target has a compelling financial profile,
with significant historical and projected revenue growth and
profitability. Forum’s management expects that the anticipated
valuation at consummation of the business combination transaction
will represent a meaningful discount to relevant public comparable
multiples.
Completion of the transaction is subject to, among other things,
the negotiation and execution of a definitive agreement providing
for the transaction, satisfaction of the closing conditions
included therein and approval of the transaction by Forum’s
shareholders. Accordingly, there can be no assurance that a
definitive agreement will be entered into or that the proposed
transaction will be consummated.
About Forum Merger II Corporation
Forum Merger II Corporation 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.
Additional Information and Where to Find It
If a legally binding definitive agreement is
entered into, a full description of the terms of the transaction
will be provided in a proxy statement for the stockholders of the
Company (the “Transaction Proxy Statement”), to be filed with the
U.S. Securities and Exchange Commission (the “SEC”). The Company
urges investors, stockholders and other interested persons to read,
when available, the preliminary Transaction Proxy Statement as well
as other documents filed with the SEC because these documents will
contain important information about the Company, the potential
target company and the transaction. The definitive Transaction
Proxy Statement will be mailed to stockholders of the Company as of
a record date to be established for voting on the proposed
transaction.
In addition, the Company has filed a preliminary
proxy statement (the “Extension Proxy Statement”) to be used at its
special meeting of stockholders to approve an extension of time in
which the Company must complete an initial business combination or
liquidate the trust account that holds the proceeds of the
Company’s initial public offering (the “Extension”). The Company
will mail a definitive Extension Proxy Statement and other relevant
documents, when available, to its stockholders of record as of May
13, 2020 in connection with the Extension. Investors and security
holders of the Company are advised to read the preliminary
Extension Proxy Statement and, when available, the definitive
Extension Proxy Statement, the preliminary Transaction Proxy
Statement and the definitive Transaction Proxy Statement, and any
amendments thereto, because these documents will contain important
information about the Extension, the Company and the proposed
transaction. The definitive Transaction Proxy Statement will be
mailed to the Company’s stockholders of record as of a record date
to be established for the special meeting of stockholders relating
to the proposed transaction. Stockholders will also be able to
obtain copies of the definitive Extension Proxy Statement and the
Transaction Proxy Statement, without charge, once available, at the
SEC's website at www.sec.gov or by directing a request to: Forum
Merger II Corporation, 1615 South Congress Avenue, Suite 103,
Delray Beach, FL 33445.
Forward Looking Statements
Certain statements made in this release are
“forward looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. When used in this release, the words
“estimates,” “projected,” “expects,” “anticipates,” “forecasts,”
“plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,”
“future,” “propose” and variations of these words or similar
expressions (or the negative versions of such words or expressions)
are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important
factors, many of which are outside the Company's control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include: the inability of the Company to enter into a definitive
agreement with respect to the proposed business combination or to
complete the contemplated transactions with the potential target
company; matters discovered by the potential target company or the
Company as they complete their respective due diligence
investigation of the other; the risk that the approval of the
stockholders of the Company for the potential transaction is not
obtained; the inability to recognize the anticipated benefits of
the proposed business combination, which may be affected by, among
other things, the amount of funds available in the Company’s trust
account following any redemptions by the Company stockholders; the
ability to meet Nasdaq’s listing requirements following the
consummation of the transactions contemplated by the proposed
business combination; costs related to the proposed business
combination; and those factors discussed in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019
under the heading “Risk Factors,” and other documents of the
Company filed, or to be filed, with the SEC. The Company does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Participants in the Solicitation
The Company and its directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the Extension and the potential transaction
described herein under the rules of the SEC. Information about the
directors and executive officers of the Company and a description
of their interests in the Company are set forth in the preliminary
Extension Proxy Statement, which was filed with the SEC on May 13,
2020, and will also be contained in the Transaction Proxy Statement
when it is filed with the SEC. These documents can be obtained free
of charge from the sources indicated above.
Non-Solicitation
The disclosure herein 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 the Company, 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 definitive document.
Contact David Boris (212) 739-7860
david@forummerger.comwww.forummerger.com
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