HOUSTON, April 8, 2020 /PRNewswire/ -- Graf
Industrial Corp. (NYSE: GRAF; GRAF WS; GRAF U), a special purpose
acquisition company ("GRAF"), announced today that it is in
negotiations relating to a potential business combination with a
polypropylene recycling company (the "Target"), pursuant to which
the Target would become a publicly traded company (the
"Transaction").
GRAF has mailed to its stockholders of record as of March 19, 2020 a definitive proxy statement for a
special meeting to approve an extension of time for GRAF to
complete an initial business combination through July 31, 2020.
The Target's ground-breaking, patented recycling process,
developed and licensed by a major multinational, separates color,
odor and any other contaminants from plastic waste feedstock to
transform it into virgin-like resin. The Target's licensed process
creates an opportunity to support closing the loop in the reuse of
recycled plastics while making recycled plastics more accessible at
scale to companies desiring to use a sustainable, recycled resin.
This technology is being brought to market by a strong management
team with deep expertise and a history of bringing disruptive
technologies to market. Over the last two years, the Target has
built a series of strategic partnerships with major multinational
corporations and now has commitments for over four times the output
of its first production facility.
The Target's revolutionary process holds the possibility to
solve for the ongoing problem of recycling the 150+ billion pounds
of PP produced every year, which has averaged a 5% rate of growth
over the last five years, according to the Target. Consumer demand,
combined with major multinational sustainability commitments,
reinforced by new stringent recycled content restrictions globally,
have led to substantial interest in, and demand for the Target's
innovative capabilities. The Target has been recognized by the
American Chemistry Council for its innovation in plastics recycling
and has been recognized by a weekly news magazine with amongst the
world's largest circulation as one of its top 100 inventions of the
year.
The Proposed Transaction
In the proposed Transaction, GRAF would acquire 100% of the
Target, with GRAF issuing new GRAF common stock to existing Target
shareholders, who would be rolling 100% of their equity interests.
No cash would be paid to existing Target shareholders, who are
expected to retain a majority equity position in the combined
company. The Target's current Chief Executive Officer would
continue to lead the combined company as CEO.
The net cash proceeds from the Transaction are expected to allow
the Target to accelerate its long-term growth, which includes
global expansion to meet demonstrated demand around the world.
Completion of the Transaction is subject to, among other things,
completion of due diligence by GRAF, 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 GRAF's and the Target'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 Graf Industrial Corp.
Graf Industrial Corp. is a
blank check company incorporated for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. GRAF was founded by James A.
Graf and Michael E. Dee and
consummated its initial public offering on the New York Stock
Exchange on October 18, 2018. For
more information, please visit www.grafacq.com.
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 GRAF (the "Transaction
Proxy Statement"), to be filed with the U.S. Securities and
Exchange Commission (the "SEC"). GRAF 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 GRAF, the potential target company and the
transaction. The definitive Transaction Proxy Statement will be
mailed to stockholders of GRAF as of a record date to be
established for voting on the proposed transaction.
In addition, GRAF has filed a definitive proxy statement (the
"Extension Proxy Statement") to be used at its special meeting in
lieu of annual meeting of stockholders to approve an extension of
time in which GRAF must complete an initial business combination or
liquidate the trust account that holds the proceeds of GRAF's
initial public offering (the "Extension"). GRAF has mailed the
definitive Extension Proxy Statement and other relevant documents
to its stockholders of record as of March
19, 2020 in connection with the Extension. Investors and
security holders of GRAF are advised to read the definitive
Extension Proxy Statement and, when available, the preliminary
Transaction Proxy Statement and definitive Transaction Proxy
Statement, and any amendments thereto, because these documents will
contain important information about the Extension, GRAF and the
proposed Transaction. The definitive Transaction Proxy Statement
will be mailed to 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: Graf Industrial Corp., 118 Vintage Park Blvd., Suite W-222,
Houston, TX 77070.
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 press
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
GRAF'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 GRAF to enter into a
definitive agreement with respect to the proposed business
combination or to complete the contemplated transactions with the
Target; matters discovered by the Target or GRAF as they complete
their respective due diligence investigation of the other; the risk
that the approval of the stockholders of GRAF 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 GRAF's trust account following any redemptions by GRAF
stockholders; the ability to meet the NYSE's listing standards
following the consummation of the transactions contemplated by the
proposed business combination; costs related to the proposed
business combination; and those factors discussed in GRAF's Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 under the heading "Risk
Factors," and other documents of GRAF filed, or to be filed, with
the SEC. GRAF 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
GRAF 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 GRAF and
a description of their interests in GRAF are set forth in the
definitive Extension Proxy Statement, which was filed with the SEC
on March 27, 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 GRAF, 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 information
Graf Industrial Corp.
Michael Dee
President and Chief Financial Officer
michael@grafacq.com
(617) 866-3605
Graf Industrial Corp.
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SOURCE Graf Industrial Corp.