Special Meeting to be Held on October 20,
2021
SGAM Stockholders Encouraged to Vote "FOR" the
Transaction
Seaport Global Acquisition Corp. (NASDAQ: SGAMU) ("Seaport
Global Acquisition"), a publicly traded special purpose acquisition
company, announced today that Seaport Global Acquisition’s
definitive proxy statement (the “Proxy Statement”) relating to the
previously announced business combination with Redbox, America's
destination for affordable new-release movies and entertainment,
has been filed with the U.S. Securities and Exchange Commission
(the “SEC”) on September 29, 2021.
Seaport Global Acquisition will mail stockholders as of
September 16, 2021 (the “Record Date”) the Proxy Statement relating
to the Special Meeting of Seaport Global Acquisition Stockholders
(the “Special Meeting”), to be held on October 20, 2021 at 10:00
a.m. ET. The Special Meeting will be held entirely online to allow
for greater participation in light of the public health impact of
the COVID-19 pandemic. Stockholders may participate in the Special
Meeting by visiting
http://www.cstproxy.com/seaportglobalacquisition/2021.
“We are taking an important step toward completing our business
combination and returning Redbox to the public markets,” said Galen
Smith, CEO of Redbox. “As the leader in quality home entertainment,
Redbox is one of the most trusted brands in the industry, with a
loyal customer base of more than 39 million Redbox Perks members.
We are making significant progress transforming our business and
have built a unique multi-product offering that spans both physical
and digital. Redbox is positioned to provide entertainment-loving
consumers with more choice while addressing an important market gap
as more consumers cut the cord and search for affordable
entertainment.”
Added Stephen Smith, Chairman and CEO of Seaport Global
Acquisition, “When we announced this business combination in May,
we knew Redbox had an established, differentiated customer base and
a unique, innovative digital offering that would provide
substantial value to both consumers and investors alike. Today, we
are more confident than ever in the significant opportunities ahead
for Redbox, and are excited to partner with the team to take the
business to the next level.”
Details of the Special Meeting The Special Meeting to
approve the pending business combination between Redbox and Seaport
Global Acquisition, among other items, is scheduled for October 20,
2021 at 10:00 a.m. ET. Voting is easy and can be done online via
the above website or by mail by completing, signing, dating and
returning the proxy card. Every stockholder’s vote is important,
regardless of the number of shares held. As such, all Seaport
Global Acquisition stockholders as of the Record Date are
encouraged to vote “FOR” ALL PROPOSALS described in the Proxy
Statement.
Your voting control number is found on your Voting Instruction
Form. If you did hold shares as of the September 16, 2021 Record
Date and did not receive or misplaced your Voting Instruction Form,
contact your bank, broker or other nominee for a replacement or to
obtain your control number in order to vote. A bank, broker or
other nominee is a person or firm that acts as an intermediary
between an investor and the stock exchange, who can help you vote
your shares. Stockholders with questions can contact Seaport Global
Acquisition’s proxy solicitor, Morrow Sodali, via e-mail at
SGAM.info@investor.morrowsodali.com or via telephone at
800-662-5200.
If certain of the proposals at the Special Meeting are approved,
the parties anticipate the business combination will close shortly
thereafter, subject to the satisfaction or waiver (as applicable)
of all other closing conditions.
About Redbox Redbox is America's leading destination for
affordable new-release movies and entertainment with more ways to
watch than any other home entertainment provider. Redbox delivers
value and convenience through unparalleled choice across content,
platforms, rental and purchase options, and price points. The
company recently announced a definitive agreement to combine with
Seaport Global Acquisition Corp. (Nasdaq: "SGAM," "SGAMU," and
"SGAMW"), a publicly traded special purpose acquisition company.
The transaction, which will result in Redbox becoming a publicly
traded company, is expected to accelerate Redbox's ongoing
transformation to offer customers and partners a multi-product
experience across physical and digital channels. The company's
expanding streaming offering includes digital rental and purchase
as well as free live TV and free On Demand content and complements
Redbox's nationwide footprint of entertainment kiosks, conveniently
located where consumers already shop. Redbox Entertainment, a new
content acquisition and production division, has further
transformed Redbox into a multi-channel content provider. For more
information, visit redbox.com.
About Seaport Global Acquisition Corp. Seaport Global
Acquisition Corp. 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. The Company is led by Chairman and Chief
Executive Officer, Stephen C. Smith, and Chief Financial Officer,
Michael Ring. The Company is affiliated with Seaport Global
Holdings, a full-service, mid-sized independent investment bank
that offers capital markets advisory, sales, trading and research
services.
Additional Information This communication is being made
in respect of a proposed merger transaction (the “proposed
transactions”) involving Seaport Global Acquisition and Redbox. The
proposed transactions will be submitted to stockholders of Seaport
Global Acquisition for their consideration and approval at a
special meeting of stockholders. In connection with the proposed
transactions, Seaport Global Acquisition has filed the Proxy
Statement with the SEC. The Proxy Statement will be distributed to
Seaport Global Acquisition stockholders in connection with Seaport
Global Acquisition’s solicitation for proxies for the vote by
Seaport Global Acquisition’s stockholders in connection with the
proposed transactions and other matters as described in such Proxy
Statement. Seaport Global Acquisition is mailing the Proxy
Statement and other relevant documents to its stockholders as of
the record date established for voting on the proposed
transactions. Investors and security holders of Seaport Global
Acquisition are advised to read the Proxy Statement in connection
with Seaport Global Acquisition’s solicitation of proxies for its
special meeting of stockholders to be held to approve the proposed
transaction because the Proxy Statement contains important
information about the proposed transaction and the parties to the
proposed transaction. Stockholders may also obtain copies of the
Proxy Statement, without charge at the SEC’s website at www.sec.gov
or by directing a request to: Seaport Global Acquisition Corp., 360
Madison Avenue, 20th Floor, New York, NY 10017, Attention:
Secretary, telephone: (212) 616-7700.
Participants in the Solicitation Seaport Global
Acquisition, Redbox and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
from Seaport Global Acquisition's stockholders in connection with
the business combination. Seaport Global Acquisition's stockholders
and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of
Seaport Global Acquisition in Seaport Global Acquisition's final
prospectus filed with the SEC on December 1, 2020 in connection
with Seaport Global Acquisition's initial public offering.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Seaport
Global Acquisition's stockholders in connection with the proposed
business combination are set forth in the Proxy Statement for the
proposed business combination. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the proposed business combination are included in
the Proxy Statement that Seaport Global Acquisition has filed with
the SEC.
No Offer or Solicitation This communication shall neither
constitute an offer to sell or the solicitation of an offer to buy
any securities, 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.
Forward-Looking Statements This communication includes
certain statements that are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements generally are
accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would,"
"plan," "predict," "potential," "seem," "seek," "future,"
"outlook," and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
All statements, other than statements of present or historical fact
included in this communication, regarding Seaport Global
Acquisition's proposed business combination with Redbox, Seaport
Global Acquisition's ability to consummate the transaction, the
benefits of the transaction and the combined company's future
financial performance, as well as the combined company's strategy,
future operations, estimated financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of
management are forward-looking statements. These statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of the respective
management of Seaport Global Acquisition and Redbox and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on 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 Seaport Global Acquisition
or Redbox. Potential risks and uncertainties that could cause the
actual results to differ materially from those expressed or implied
by forward-looking statements include, but are not limited to,
changes in domestic and foreign business, market, financial,
political and legal conditions; the inability of the parties to
successfully or timely consummate the business combination,
including the risk that any regulatory approvals are not obtained,
are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the business combination or that the approval of the stockholders
of Seaport Global Acquisition or Redbox is not obtained; failure to
realize the anticipated benefits of business combination; risk
relating to the uncertainty of the projected financial information
with respect to Redbox; the amount of redemption requests made by
Seaport Global Acquisition's stockholders; the overall level of
consumer demand for Redbox's products; general economic conditions
and other factors affecting consumer confidence, preferences, and
behavior; disruption and volatility in the global currency,
capital, and credit markets; the financial strength of Redbox's
customers; Redbox's ability to implement its business and growth
strategy; changes in governmental regulation, Redbox's exposure to
litigation claims and other loss contingencies; disruptions and
other impacts to Redbox's business, as a result of the COVID-19
pandemic and government actions and restrictive measures
implemented in response, and as a result of the proposed
transaction; Redbox's ability to retain and expand customer
relationships; competitive pressures from many sources, including
those using other distribution channels, having more experience,
larger or more appealing inventory, better financing, and better
relationships with those in the physical and streaming movie and
television industries; developments in the home video distribution
market as newer technologies and distribution channels compete for
market share, and Redbox experiences a secular decline in the
physical rental market; the impact of decreased quantity and
quality of movie content availability for physical and digital
distribution due to changes in quantity of new releases by studios,
movie content failing to appeal to consumers' tastes, increased
focus on digital sales and rentals, and other general
industry-related factors; the termination, non-renewal or
renegotiation on materially adverse terms of Redbox's contracts or
relationships with one or more of its significant retailers or
studios; Redbox's inability to obtain licenses to digital movie or
television content for home entertainment viewing; Redbox's
reliance upon a number of partners to make its digital service
available on their devices; unforeseen costs and potential
liability in connection with content Redbox acquires, produces,
licenses and/or distributes through its service; the impact of the
COVID-19 pandemic on Redbox's business, results of operations and
financial condition, its suppliers and customers and on the global
economy; the impact that global climate change trends may have on
Redbox and its suppliers and customers; Redbox's ability to protect
patents, trademarks and other intellectual property rights; any
breaches of, or interruptions in, Seaport Global Acquisition's
information systems; fluctuations in the price, availability and
quality of electricity and other raw materials and contracted
products as well as foreign currency fluctuations; changes in tax
laws and liabilities, tariffs, legal, regulatory, political and
economic risks.
More information on potential factors that could affect Seaport
Global Acquisition's or Redbox's financial results is included from
time to time in Seaport Global Acquisition's public reports filed
with the SEC, including its Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K as well as
the preliminary and the definitive proxy statements that Seaport
Global Acquisition has filed with the SEC in connection with
Seaport Global Acquisition's solicitation of proxies for the
meeting of stockholders to be held to approve, among other things,
the proposed business combination. If any of these risks
materialize or Seaport Global Acquisition's or Redbox's assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that neither Seaport Global Acquisition nor Redbox
presently know, or that Seaport Global Acquisition and Redbox
currently believe are immaterial, that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect Seaport
Global Acquisition's and Redbox's expectations, plans or forecasts
of future events and views as of the date of this communication.
Seaport Global Acquisition and Redbox anticipate that subsequent
events and developments will cause their assessments to change.
However, while Seaport Global Acquisition and Redbox may elect to
update these forward-looking statements at some point in the
future, Seaport Global Acquisition and Redbox specifically disclaim
any obligation to do so, except as required by law. These
forward-looking statements should not be relied upon as
representing Seaport Global Acquisition's or Redbox's assessments
as of any date subsequent to the date of this communication.
Accordingly, undue reliance should not be placed upon the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211001005199/en/
Media Peter Binazeski Peter.binazeski@redbox.com
Investors Scott Bisang / Katelyn Villany Joele Frank,
Wilkinson Brimmer Katcher sbisang@joelefrank.com,
kvillany@joelefrank.com
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