UPDATE TO THE UPDATE:
Well, it seems Global Blue still wants this deal to happen!
Global Blue ALSO put out a press release this morning commenting on FPAC’s Board Announcement. Basically, they’re not giving up without a fight….”fight” being the operative word.
To wit, below is a copy of Global Blue’s press release:
Global Blue Will Continue to Pursue Transaction With FPAC
May 7, 2020. New York. Global Blue Group Holding AG commented on Far Point Acquisition Corporation’s (NYSE: FPAC, FPAC.UN, and FPAC.WS) announcement that its board of directors was withdrawing its recommendation in favor of the acquisition of Global Blue:
We believe that a majority of FPAC shareholders will recognize that the transaction will serve their interests as well as those of Global Blue.
Rejecting the transaction likely will result in a liquidation of FPAC, according to its charter. And warrants would expire worthless in such a liquidation.
The transaction provides shareholders with the opportunity to monitor events and decide, potentially months from now and with more information, whether they wish to participate in the future ownership of Global Blue or to redeem their FPAC shares for cash in an amount that we believe would at least equal the liquidation value and be paid in a more timely fashion.
Indeed, FPAC was structured with the backing of substantial financial institutions to ensure that Global Blue would receive the financing it needs even in the event of significant shareholder redemptions.
We will continue to work constructively toward closing the transaction and remain ready to work with FPAC to resolve any reasonable post-closing liquidity concerns.
We believe the transaction that the FPAC board previously recommended remains in the best interests of shareholders and Global Blue.
Soooo….it looks like FPAC just might get that extension now since Global Blue is not allowing this deal to terminate. We have a couple of different scenarios that could happen:
- Shareholders vote the deal down and this SPAC liquidates
- This deal gets re-struck and the combination is approved (but most likely with significant redemptions)
- FPAC figures out a way to terminate the Global Blue transaction, extends their deadline and announces a new transaction.
Global Blue really wants/needs that money…..so things are going to get weird… stay tuned.
Yes, Far Point has 24 months to complete their initial business combination, but can extend for an additional three months with an LOI or definitive agreement on file. Per the proxy:
If we are unable to complete our business combination within 24 months (or 27 months from the closing of this offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 24 months from the closing of this offering but have not completed our initial business combination within such 24 month period)
However, since this looks like a busted deal, do they still get an extension? This is going to be left up to legal interpretation so we really don’t know just yet.
However, if there is no longer a business combination on the table, you would think the extension no longer qualifies. However, I’m not a lawyer and FPAC has not cancelled this transaction yet….they’ve simply stated that the board recommends against it. There is a scenario where FPAC let’s this transaction run through June 14th, gets the three month extension and then terminates the deal. But qualifying for an extension, with a busted deal, that your board recommends against, seems like a bad loophole.
However, it’s never a good idea to speculate. Bottom line….the only facts we have at hand are that FPAC’s board doesn’t like the deal. That’s it. That’s all we know. Today’s announcement is just the first step and we should know more soon with additional filings and press releases. Let’s see what we can find out…
Far Point Acquisition Corp. (FPAC), announced this morning that its board of directors “has unanimously determined that the previously announced business combination transaction with Global Blue Group AG (“Global Blue”) is not advisable or fair to, or in the best interest of, FPAC and its stockholders.” This came to no one’s surprise.
However, for a deal that held so much promise when it was first announced in early January of this year, it has had extraordinary bad luck. You would be hard pressed to find another company to be more impacted by a global pandemic and resulting recession that one predicated on international luxury travel.
Nonetheless, the board of directors is recommending AGAINST the transaction, however, the press release did not say they were terminating the transaction. Nor did FPAC say they were liquidating. I’m not a lawyer, but I suspect today’s press release is due to some sort of legal process.
Regardless, this deal is not happening. The real question is, will FPAC continue? And do they have a Plan B company up their sleeve? FPAC is running out of time since their deadline is June 14th, a little more than a month away. So clearly if they want to continue, they will need to extend, but they’ll need to get an extension proxy on file quickly in order to do that. Perhaps today’s announcement is the first step in that process, to be followed by a terminated deal and eventually an extension vote.
We should know more shortly….