Union Acquisition Corp. (NYSE: LTN) (“UAC”), a special purpose
acquisition company, has set the date of its extraordinary general
meeting of shareholders (“extraordinary general meeting”) to vote
on the previously announced business combination with Bioceres,
Inc., for Wednesday, February 27, 2019. The date of the
extraordinary general meeting was previously disclosed in the
Pre-Effective Amendment No.1 to UAC’s Registration Statement on
Form S-4, filed with the Securities and Exchange Commission (“SEC”)
on February 7, 2019. The extraordinary general meeting will be held
at 10:00 a.m. local time at the offices of Arnold & Porter Kaye
Scholer LLP, located at 250 West 55th Street Avenue, New York, New
York 10019. The record date for those eligible to receive notice of
and to vote at the extraordinary general meeting is February 7,
2019 (the “Record Date”). UAC expects to mail its definitive proxy
statement/prospectus and related information regarding the business
combination and the extraordinary general meeting on or about
February 11, 2019.
Ensuring Your Vote is Counted
UAC advises holders of its securities to move their securities
into accounts that do not permit the lending of securities, so
called cash accounts or segregated accounts, and out of accounts
that permit the lending of securities, such as margin accounts.
These steps are designed to ensure that votes related to ordinary
shares beneficially owned by shareholders are properly counted.
Beneficial owners of ordinary shares that have been lent out
(either with or without the beneficial owners’ knowledge) are not
permitted to vote those shares.
About Union Acquisition Corp.
Union Acquisition Corp. is a blank check company organized for
the purpose of effecting a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
other similar business combination with one or more businesses or
entities. UAC’s efforts to identify a prospective target business
are not limited to any particular industry or geographic region,
although the Company has focused on target businesses located in
Latin America. The Company is led by Juan Sartori, Chairman of the
Board of the Company and Chairman and founder of Union Group
International Ltd., and Kyle P. Bransfield, Chief Executive Officer
of the Company and Partner of Atlantic-Pacific Capital, Inc.
Forward Looking Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward-looking statements include estimated financial information.
Such forward-looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of UAC, Bioceres or the combined company after
completion of the business combination are based on current
expectations that are subject to known and unknown risks and
uncertainties, which could cause actual results or outcomes to
differ materially from expectations expressed or implied by such
forward- looking statements. These factors include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
exchange agreement entered into in connection with the proposed
business combination (the “Exchange Agreement”) and the proposed
business combination contemplated therein; (2) the inability
to complete the transactions contemplated by the Exchange Agreement
due to the failure to obtain approval of the shareholders or other
conditions to closing in the Exchange Agreement; (3) the
ability of UAC to continue to meet applicable NYSE listing
standards; (4) the risk that the proposed business combination
disrupts current plans and operations of Bioceres as a result of
the announcement and consummation of the transactions described in
the Exchange Agreement; (5) the ability to recognize the
anticipated benefits of the proposed 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 its
management and key employees; (6) costs related to the
proposed business combination; (7) changes in applicable laws
or regulations; (8) the possibility that Bioceres may be
adversely affected by other economic, business, and/or competitive
factors; and (9) other risks and uncertainties indicated from
time to time in the definitive registration statement of UAC in
connection with the proposed business combination and the proxy
statement/prospectus contained therein, including those under “Risk
Factors” therein, and other documents filed or to be filed with the
SEC by UAC. Investors are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. UAC and Bioceres undertake no commitment to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise. Investors should carry out
their own due diligence in connection with the assumptions
contained herein. The forward-looking statements in this
communication speak only as of the date of this communication.
Although UAC may from time to time voluntarily update its prior
forward-looking statements, it disclaims any commitment to do so
whether as a result of new information, future events, changes in
assumptions or otherwise except as required by applicable
securities laws.
Additional Information and Where to Find It
In connection with the proposed business combination between
Bioceres and UAC, UAC has filed with the SEC a Registration
Statement on Form S-4, a preliminary proxy
statement/prospectus and a definitive proxy statement/prospectus,
forming a part thereof. UAC’s shareholders and other interested
persons are advised to read the preliminary proxy
statement/prospectus, and amendments thereto, and the definitive
proxy statement/prospectus in connection with UAC’s solicitation of
proxies for its extraordinary general meeting of shareholders to be
held to approve the proposed business combination because the proxy
statement/prospectus contains important information about the
proposed business combination, UAC and Bioceres. The definitive
proxy statement/prospectus will be mailed to UAC’s shareholders as
of the Record Date on or about February 11, 2019.
Shareholders will also be able to obtain a copy of the
preliminary and definitive Registration Statement, without charge,
at the SEC’s website at http://sec.gov or by directing a request
to: Union Acquisition Corp., 444 Madison Avenue, Floor 34, New
York, NY 10022. UAC shareholders will be able to obtain free copies
of these documents and other documents containing important
information about UAC and Bioceres, once such documents are filed
with the SEC.
No Offer or Solicitation
This announcement is for informational purposes only and is
neither an offer to sell, nor a solicitation of an offer to buy any
securities or the solicitation of any vote in any jurisdiction
pursuant to the proposed transactions or otherwise, nor shall there
be any sale, issuance or transfer 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. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Participants in the Solicitation
UAC and its directors, executive officer, certain of its
shareholders prior to its initial public offering and other members
of its management and employees and affiliates, and Bioceres, its
directors and management may be deemed to be participants in the
solicitation of proxies from UAC’s shareholders in connection with
the proposed business combination. Shareholders are urged to
carefully read the Registration Statement regarding the proposed
business combination because it contains important information,
including information regarding the persons who may, under the
rules of the SEC, be deemed participants in the solicitation
of UAC’s shareholders in connection with the proposed business
combination, as well as information about UAC’s executive officers
and directors.
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version on businesswire.com: https://www.businesswire.com/news/home/20190211005794/en/
UAC:Kyle Bransfield, Chief Executive Officer, UAC+1 212
981 0633kbransfield@apcap.com
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