L&F (NYSE:LNFA) announced in an 8-K filing this afternoon that its shareholders have approved its combination with cybersecurity firm ZeroFox at a special meeting held earlier today.
But, L&F public stockholders holding 2,419,687 ordinary shares elected to redeem their shares at approximately $10.177 per share, for an aggregate amount of approximately $24,626,039. Including L&F’s previous extension vote, this bring their total outstanding public shares redeemed to 94.168%. L&F had a minimum cash closing condition of $170 million, but this amount was already covered by the $20 million PIPE and $150 million in convertible notes.
L&F announced the $1.3 billion deal with ZeroFox on December 20, 2021. Baltimore, Maryland-based ZeroFox provides external threat intelligence and protection to businesses, brands and people and the company will acquire peer IDX as a part of this transaction, which specializes in data breach response services.
All other proposals on the ballot, such as the Articles Amendment Proposal, the Domestication Proposal, the Governing Documents Proposal, were also approved at today’s meeting with limited pushback.
ADVISORS
- Stifel is serving as financial advisor and capital markets advisor and Venable LLP is serving as legal advisor to ZeroFox.
- DBO Partners is serving as financial advisor and Wilson Sonsini is serving as legal advisor to IDX.
- Jefferies is serving as financial advisor and capital markets advisor and Kirkland & Ellis is serving as legal advisor to LNFA.
- Jefferies is acting as lead placement agent and Stifel is serving as co-placement agent on the PIPE.
- Stroock & Stroock & Lavan LLP is serving as legal advisor to Monarch Alternative Capital
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