- $50 million all stock transaction from Alpine Acquisition
Corporation for Two Bit Circus, Inc.
- $65 million cash and stock purchase of two full-service
conference hotels with 739 rooms and over 140,000 square feet of
conference facilities located in Denver, CO and Stamford, CT
- Transactions expected to close in the third quarter of
2022
Alpine Acquisition Corporation (Nasdaq: REVEU, REVE, REVEW)
("Alpine"), a special purpose acquisition company, and Two Bit
Circus, Inc., creators of the world’s first Micro-Amusement Parks
and an experiential entertainment leader jointly announced today
that they have entered into definitive agreements for a business
combination. Alpine also entered into a definitive agreement with
affiliates of Atrium Hospitality, LP, to acquire two full-service
conference hotels with 739 rooms and 135,000 square feet of
conference facilities located in Denver, CO and Stamford, CT. Upon
the closing of the transactions, Alpine will acquire Two Bit Circus
and the hotels and commence transformational renovations of both
properties. The properties will be rebranded to Revelers Resorts,
using Two Bit Circus’s proprietary technology and entertainment
experiences. The combined company is expected to be renamed “Two
Bit Entertainment Corp.” and continue to be listed on NASDAQ under
the symbol REVE. The transactions are expected to close in the 3rd
quarter of 2022.
Alpine Acquisition Corporation was created with a thesis to
develop new drive-to-destination resorts. Alpine’s executive team
has extensive experience in developing, managing and building
custom branded family entertainment from 20 years previously with
Great Wolf Resorts. Two Bit Circus, Inc., named by Fast Company as
one of the most innovative game companies of 2020, brings
substantial talent of innovation and strategy in social play
experiences.
“Two Bit Circus, Inc, is an industry leader in experiential
technology entertainment, and we look forward to joining with their
talented team of innovators and their extensive portfolio of social
experiences to create a new one of a kind world-class family
entertainment brand,” said Elan Blutinger, Chairman of Alpine, “and
purchasing two well located conference center hotels aligns with
our team’s background in hospitality entertainment.”
The new entertainment brand, Revelers Resorts, will provide
inclusive activities along with an immersive story experience woven
throughout the entire resort; Circus adventures, STEAM games and
workshop activities bring to life the Reveler’s world. Full food
and beverage offerings are expected to include Plate Spinner Pizza
and a Cannonball Candy Shop along with carnival carts with
signature treats. Revelers Resort will also have one of a kind
social play attractions and other games, such as a reimagined
arcade and midway for upleveled play throughout Reveler’s Circus
Grounds area.
Purchasing existing conference center hotels in strong
demographic locations at deep discounts to their replacement costs
is expected to allow the new brand to quickly enter new markets,
provide affordable entertainment and lodging accommodations, and
grow quickly and profitably. These hotels already have the
full-service amenities needed to adapt and renovate to the new
brand along with leveraging the Two Bit Circus’ immersive-fueled
experiential entertainment technology to create Revelers
Resorts.
Two Bit Circus shareholders will contribute 100% of their equity
into the combined company. Alpine will issue an aggregate of
4,980,000 shares of common stock to the Two Bit Circus shareholders
and 1,950,000 shares of common stock to the sellers of the hotels
being acquired. The boards of directors of Alpine and Two Bit
Circus have approved the proposed business combination. Completion
of the proposed business combination is subject to approval by
Alpine’s stockholders and the satisfaction or waiver of other
customary closing conditions.
Additional information about the proposed transactions will be
provided in a Current Report on Form 8-K filed by Alpine with the
Securities and Exchange Commission and available on
www.sec.gov.
Maxim Group LLC acted as sole financial advisor to Alpine
Acquisition Corporation.
Hodges Ward Elliott, LLC acted as the buyer representative on
the hotel transaction.
About Alpine Acquisition
Corporation
Alpine 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.
For more information, visit www.alpineacquisitioncorp.com
About Two Bit Circus
Based in Los Angeles, Two Bit Circus is an award-winning
community of entertainment and engineering enthusiasts who combine
a love of technology with [mad] invention in pursuit of the future
of fun. Named by Fast Company as one of the most innovative game
companies of 2020, and recipient of TripAdvisors’ Traveler’s Choice
Award, rated in the top 10% of attractions worldwide, Two Bit
Circus is opening the world’s first network of Micro-Amusement
Parks. These one-acre entertainment complexes fuse the latest
interactive technology with the wonder and spectacle of a classic
circus and carnival. The parks are a platform to showcase
best-in-class interactive entertainment from all over the world and
are filled with unexpected social experiences that bring people
together elbow-to-elbow to play, eat, drink, and generally
experience life at the highest resolution.
For more information, visit www.twobitcircus.com or follow
@TwoBitCircus and #TwoBitCircus
Additional Information and Where to Find It
In connection with the proposed business combination, Alpine
intends to file a registration statement on Form S-4 (the
“Registration Statement”) that will
include a proxy statement and prospectus of Alpine. The proxy
statement/prospectus will be sent to all Alpine stockholders as of
a record date to be established for voting on the proposed business
combination and the other matters to be voted upon at a meeting of
Alpine’s stockholders to be held to approve the proposed business
combination and other matters (the “Special
Meeting”). Alpine may also file other documents regarding
the proposed business combination with the SEC. The definitive
proxy statement/prospectus will contain important information about
the proposed business combination and the other matters to be voted
upon at the Special Meeting and is not intended to provide the
basis for any investment decision or any other decision in respect
of such matters. Before making any voting decision, investors
and security holders 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 business combination as they become available because they
will contain important information about the proposed business
combination and related matters.
Investors and security holders will be able to obtain free
copies of the proxy statement/prospectus/consent solicitation
statement and all other relevant documents filed or that will be
filed with the SEC by Alpine through the website maintained by the
SEC at www.sec.gov.
Participants in Solicitation
Alpine and Two Bit Circus and their respective directors and
officers may be deemed to be participants in the solicitation of
proxies from Alpine’s stockholders in connection with the proposed
business combination. Information about Alpine’s directors and
executive officers and their ownership of Alpine’s securities is
set forth in Alpine’s filings with the SEC. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed business combination may be
obtained by reading the proxy statement/prospectus/consent
solicitation statement regarding the proposed business combination
when it becomes available. You may obtain free copies of these
documents as described in the preceding paragraph.
Forward-Looking Statements
This document contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed business combination, including statements regarding the
benefits of the proposed business combination, the anticipated
timing of the proposed business combination, the services offered
by Two Bit Circus and the markets in which Two Bit Circus operates,
business strategies, debt levels, industry environment, potential
growth opportunities, the effects of regulations and Alpine’s or
Two Bit Circus’ projected future results. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions (including the negative versions
of such words or expressions).
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. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely
manner or at all, which may adversely affect the price of Alpine’s
securities; (ii) the risk that the proposed business combination
may not be completed by Alpine’s business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by Alpine; (iii) the failure to
satisfy the conditions to the consummation of the proposed business
combination, including the approval of the proposed business
combination by Alpine’s stockholders, the satisfaction of the
minimum trust account amount following redemptions by Alpine’s
public stockholders and the receipt of certain governmental and
regulatory approvals; (iv) the effect of the announcement or
pendency of the proposed business combination on Alpine’s or Two
Bit Circus’ business relationships, performance, and business
generally; (v) risks that the proposed business combination
disrupts current plans of Two Bit Circus; (vi) the outcome of any
legal proceedings that may be instituted against Alpine or Two Bit
Circus related to the proposed business combination; (vii) the
ability to maintain the listing of Alpine’s securities on the
NASDAQ; (viii) the price of Alpine’s securities; and (ix) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed business
combination, and identify and realize additional opportunities. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties that will be described in Alpine’s definitive proxy
statement/prospectus contained in the Registration Statement,
including those under “Risk Factors” therein, and other documents
filed by Alpine from time to time with the SEC. 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 Alpine and Two Bit Circus assume no obligation and, except as
required by law, do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Neither Alpine nor Two Bit Circus
gives any assurance that either Alpine or Two Bit Circus will
achieve its expectations.
Disclaimer
This document relates to a proposed business combination. This
document 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220519005349/en/
Alpine Acquisition Corporation Investor Relations Contact: Alex
Lombardo (703)899-1028 alex.lombardo@alpinesponsor.com
Alpine Acquisition (NASDAQ:REVE)
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