Act II Global Acquisition Corp. (ACTT), which held their shareholder vote yesterday to complete their business combination with Merisant Company and MAFCO Worldwide LLC, collectively (“Flavors Holdings”), announced that their combination has been approved through a press release this morning. The combined company will be renamed Whole Earth Brands, Inc., and its shares of common stock and warrants are expected to begin trading under the tickers (FREE) and (FREEW), starting today, June 25, 2020.
The combination was approved with approximately 95% of the votes in favor. Additionally, only 3,573,331 shares elected to not redeem, or 11.9%. A strong result. Furthermore, a warrant amendment was approved, which now allows for each warrant to be exercisable for one-half share of common stock at an exercise price of $5.75 per one-half share with warrant holders also receiving a cash payment of $0.75. This warrant amendment was granted with 73% voting in favor.
The parties involved in the deal must be breathing a collective sigh of relief with this press release. Less than two weeks ago an amendment was made to the terms of the deal, with additional amendments completed in May and February of this year as well. It shows the perseverance of the team to bring this to close as well as their conviction in Whole Earth Brands.
This transaction is expected to close on June 25, 2020.
ADVISORS
- DLA Piper LLP (US) served as legal advisor to Act II for the transaction
- Goldman Sachs & Co. LLC and Moelis & Company LLC served as financial advisors to Act II
- Cantor Fitzgerald & Co. served as capital markets advisor to Act II
- Wachtell, Lipton, Rosen & Katz served as legal advisor to Flavors Holdings
- Citi acted as financial advisor to Flavors Holdings.
- BTIG acted as capital markets advisor to MacAndrews & Forbes.
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