Apollo Strategic Growth Capital, a special purpose acquisition
company (the “Company” or “APSG”) (NYSE: APSG), announced today
that the U.S. Securities and Exchange Commission (the “SEC”), has
declared effective its Registration Statement on Form S-4 (as
amended, the “Registration Statement”), which includes a definitive
proxy statement/prospectus (the “Proxy Statement”) in connection
with its previously announced proposed business combination (the
“Business Combination”) with American Express Global Business
Travel (“Amex GBT”). APSG also announced that it has set May 25,
2022 as the date for its extraordinary general meeting (the
“Special Meeting”) to approve the Business Combination and related
proposals.
The closing of the Business Combination is
subject to approval by the Company’s shareholders and the
satisfaction of other customary closing conditions. As a result of
PIPE commitments, APSG expects to satisfy the condition that there
is a minimum of $300 million in cash available to APSG at the time
of the closing of the Business Combination, regardless of the
amount of redemptions of APSG stock in connection with the Business
Combination. The Business Combination is expected to close promptly
after the Special Meeting.
The Special Meeting will be held virtually and
APSG shareholders can attend using the virtual meeting instructions
set forth on their proxy cards. If any APSG shareholder does not
receive the Proxy Statement, that shareholder should contact its
broker or contact Morrow Sodali (“Morrow”), APSG’s proxy solicitor,
for assistance, toll-free at (800) 662-5200 (banks and brokers can
call collect at (203) 658-9400) or via email at
APSG.info@investor.morrowsodali.com. APSG shareholders who have
questions or need assistance in voting their shares should call
Morrow toll-free at (800) 662-5200.
APSG shareholders can register for the Special
Meeting by visiting https://www.cstproxy.com/apsg/2022. Only APSG
shareholders with valid control numbers from their proxy cards may
submit questions. APSG shareholders will have the opportunity to
submit questions both in advance of the Special Meeting and during
the Special Meeting, in each case upon receipt of their proxy cards
and the control numbers set forth therein. All questions should be
submitted via the chat box on the virtual meeting page on the link
listed above. Questions submitted in advance of the Special Meeting
and during the Special Meeting will be addressed during the Special
Meeting as time permits and at the sole and absolute discretion of
APSG. APSG shareholders who need assistance submitting questions
should call Continental Stock Transfer & Trust Company, APSG’s
virtual meeting provider, at (917) 262-2373.
About Apollo Strategic Growth
Capital
Apollo Strategic Growth Capital is a special
purpose acquisition company formed for the purpose of effecting a
merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination
with one or more businesses.
About American Express Global Business
Travel
American Express Global Business Travel (Amex
GBT) is the world’s leading B2B travel platform, providing software
and services to manage travel, expenses, and meetings & events
for companies of all sizes. We have built the most valuable
marketplace in B2B travel to deliver unrivalled choice, value and
experiences. With travel professionals in more than 140 countries,
our customers and travelers enjoy the powerful backing of Amex GBT.
Visit amexglobalbusinesstravel.com for more information
about Amex GBT.
Forward-Looking Statements
This communication contains certain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933 (the “Securities Act”) and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact contained in this
communication are forward-looking statements. Some of these
forward-looking statements can be identified by the use of
forward-looking words, including “anticipate,” “expect,”
“suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,”
“predicts,” “projects,” “should,” “could,” “would,” “may,” “will,”
“continue,” “forecast” or other similar expressions. All
forward-looking statements are based upon estimates and forecasts
and reflect the views, assumptions, expectations, and opinions of
Amex GBT and APSG as of the date of this communication, and may
include, without limitation, changes in general economic conditions
as a result of COVID-19, all of which are accordingly subject to
change. Any such estimates, assumptions, expectations, forecasts,
views or opinions set forth in this communication should be
regarded as indicative, preliminary and for illustrative purposes
only and should not be relied upon as being necessarily indicative
of future results. In some cases, forward-looking statements
included in this communication may be consistent with previously
issued forward-looking statements, even in circumstances where the
assumptions underlying such statements have changed. The
forward-looking statements contained in this communication are
subject to a number of factors, risks and uncertainties, some of
which are not currently known to APSG and Amex GBT. You should
carefully consider the risks and uncertainties described in the
“Risk Factors” section of APSG’s Registration Statement. The
Registration Statement identifies and addresses other important
risks and uncertainties that could cause actual events and results
to differ materially from expected results contained in the
forward-looking statements. Most of these factors are outside
APSG’s and Amex GBT’s control and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
(1) the outcome of any legal proceedings that may be
instituted against APSG or Amex GBT following the announcement of
the Business Combination; (2) the inability to complete the
Business Combination, including due to the inability to
concurrently close the Business Combination and the PIPE or due to
failure to obtain approval of the shareholders of APSG;
(3) the risk that the Business Combination disrupts current
plans and operations as a result of the announcement and
consummation of the Business Combination; (4) the inability to
recognize the anticipated benefits of the Business Combination,
which may be affected by, among other things, competition, the
ability of the combined company to grow and manage growth
profitably, maintain relationships with customers and suppliers and
retain key employees; (5) costs related to the Business
Combination; (6) changes in the applicable laws or
regulations; (7) the possibility that the combined company may
be adversely affected by other economic, business, and/or
competitive factors; (8) the impact of the global COVID-19
pandemic; and (9) other risks and uncertainties described in
the Registration Statement. APSG and Amex GBT caution that the
foregoing list of factors is not exclusive and not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Neither APSG nor Amex GBT undertakes or accepts
any obligation to release publicly any updates, corrections or
revisions to any other forward-looking statements to reflect any
change in its expectations or existing circumstances or conditions
or any subsequent change in events, conditions or circumstances on
which any such statement is based, except as required by law.
No Offer or Solicitation
This communication is for informational purposes
only and does not constitute an offer to sell or purchase, or a
solicitation of an offer to sell, buy or subscribe for, any
securities in any jurisdiction, or a solicitation of any proxy,
vote, consent or approval relating to the Business Combination or
otherwise in any jurisdiction, 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 jurisdictions.
Additional Information and Where to Find
It
In connection with the proposed Business
Combination, the Registration Statement, which includes the Proxy
Statement with respect to the Special Meeting, has been declared
effective by the SEC. The Proxy Statement will be mailed to APSG’s
shareholders who were holders of record as of March 1, 2022. This
communication does not contain all the information that should be
considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed Business Combination. APSG’s
shareholders and other interested persons are advised to read the
Registration Statement, including the Proxy Statement and other
documents filed in connection with the proposed Business
Combination, as these materials contain important information about
Amex GBT, APSG and the proposed Business Combination. Such
shareholders will also be able to obtain copies of the Proxy
Statement and other documents filed with the SEC, without charge,
when available, at the SEC’s website at www.sec.gov, or by
directing a request to Apollo Strategic Growth Capital, 9 West 57th
Street, 43rd Floor, New York, NY 10019, Attention: James Crossen,
(212) 515-3200.
Participants in the
Solicitation
APSG, Amex GBT and their respective directors
and executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of APSG with respect
to the proposed Business Combination. Information regarding APSG’s
and Amex GBT’s respective directors and executive officers is
contained in the Registration Statement. Free copies of the
Registration Statement may be obtained as described in the
preceding paragraph.
Contacts
American Express
Global Business Travel
Media: Martin Ferguson Vice President Global
Communications and Public
Affairs martin.ferguson@amexgbt.com
Investors: Barry Sievert Vice President Investor
Relations, American Express Global Business
Travel investor@amexgbt.com
Apollo Strategic Growth
Capital
Media: communications@apollo.com
Investors: info@apollostrategicgrowthcapital.com
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