NEW YORK, July 11, 2016 /PRNewswire/
-- Atlantic Alliance Partnership Corp. ("AAPC")
(NASDAQ: AAPC) and TLA Worldwide plc (AIM: TLA), a leading athlete
representation and sports marketing business, announced today the
launch of a roadshow with potential U.S. investors, which will take
place over the next two weeks. TLA's acquisition by AAPC is
expected to close in the fall of 2016. TLA represents some of the
most recognizable sports figures in the world, including
Carlos Correa, Jameis Winston,
Jim Furyk, and Kerri Walsh Jennings.
Bart Campbell, Executive Chairman
of TLA, commented: "We are looking forward to introducing the
compelling story of TLA to U.S. investors. TLA is an industry
leader in sports representation and marketing. Listing on the
NASDAQ will position us to better serve our U.S. clientele in a
robust American sports industry, and will provide a strong platform
for growth."
Michael J. Principe, CEO and
Co-founder of TLA, added: "TLA has a proven track record for
growth, as we have rapidly penetrated diverse markets within the
sports industry. Trading as a U.S. public company reinforces that
trajectory and provides greater opportunities for our clients,
partners and shareholders."
AAPC announced its agreement to acquire TLA on May 3, 2016.
AAPC's Capital Markets Advisor in connection with the transaction
is Citigroup Global Markets Inc., and AAPC's acquisition of TLA is
expected to close in the fall of 2016. TLA will delist from the AIM
on the London Stock Exchange following the transaction, and the
combined company will trade on the NASDAQ stock exchange under the
ticker TLA. TLA will be the only publicly-traded sports
representation agency in the world.
For more information, visit www.tlaworldwide.com and
www.aapcacq.com/offers.php.
About TLA Worldwide
TLA Worldwide is a leading athlete representation, event
management and sports marketing group quoted on AIM-LSE in
London. The Group derives revenues
from long-term agency relationships with many prominent U.S. and
international sports stars, broadcasters and media personalities
associated with major sports including the MLB, NFL, NBA, PGA tour,
AFL and Olympians and Cricketers. In addition, it also provides a
range of services in respect of media consultancy, sports
sponsorship and event creation and ownership, including the
International Champions Cup tournament in Australia. With over 170 full-time personnel,
TLA Worldwide serves its clients from 10 locations worldwide
including its offices in London,
UK; New York, Newport Beach and California, USA; Melbourne, Perth, Adelaide and Sydney,
Australia. For more information, please visit
www.tlaworldwide.com.
About AAPC
AAPC is a blank check company incorporated in the British Virgin Islands on January 14, 2015 for the purpose of conducting a
business combination led by its sponsors and Jonathan Goodwin, Chief Executive Officer of
AAPC. As of December 31, 2015, AAPC
had $80.8 million of capital in trust
which includes the net proceeds raised in its initial public
offering on May 4, 2015. AAPC's
ordinary shares are listed on the Nasdaq Capital Market ("NASDAQ")
under ticker AACP.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
Where You Can Find More Information
This communication may be deemed to be solicitation material in
respect of the proposed combination (the "Business Combination") of
TLA Worldwide plc ("TLA") and Atlantic Alliance Partnership Corp.
(the "Company"), including the issuance of the Company's ordinary
shares in respect of the proposed Business Combination. In
connection with the foregoing proposed Business Combination and
issuance of the Company's ordinary shares, the Company expects to
file a proxy statement on Schedule 14A with the Securities and
Exchange Commission (the "SEC"). To the extent the Company effects
the Business Combination as a court-sanctioned scheme of
arrangement between TLA and TLA shareholders (the "Scheme") under
the UK Companies Act of 2006, as amended, the issuance of the
Company's ordinary shares in the Business Combination would not be
expected to require registration under the Securities Act of 1933,
as amended (the "Act"), pursuant to an exemption provided by
Section 3(a)(10) under the Act. In the event that the
Company determines to conduct an acquisition of TLA pursuant to an
offer or otherwise in a manner that is not exempt from the
registration requirements of the Act, it will file a registration
statement with the SEC containing a prospectus with respect to the
Company's ordinary shares that would be issued in the acquisition.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS
COMBINATION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY, THE PROPOSED ISSUANCE OF THE COMPANY'S ORDINARY
SHARES, AND THE PROPOSED BUSINESS COMBINATION. The preliminary
proxy statement, the definitive proxy statement, and any
registration statement/prospectus, in each case as applicable, and
other relevant materials in connection with the proposed issuance
of the Company's ordinary shares and the Business Combination (when
they become available), and any other documents filed by the
Company with the SEC, may be obtained free of charge at the SEC's
website at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by
contacting the Company in writing at 590 Madison Avenue,
New York, NY 10022.
Participants in Solicitation
The Company and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
Company's ordinary shareholders with respect to the proposed
Business Combination, including the proposed issuance of the
Company's ordinary shares in respect of the proposed Business
Combination. Information about the Company's directors and
executive officers and their ownership of the Company's ordinary
shares is set forth in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2015,
which was filed with the SEC on March 23,
2016. Information regarding the identity of the potential
participants, and their direct or indirect interests in the
solicitation, by security holdings or otherwise, will be set forth
in the proxy statement and other materials to be filed with the SEC
in connection with the proposed Business Combination and issuance
of the Company's ordinary shares in the proposed Business
Combination.
TLA is organized under the laws of England and Wales. Some of the officers and directors of
TLA are residents of countries other than the United States. As a result, it may not be
possible to sue TLA or such persons in a non-U.S. court for
violations of U.S. securities laws. It may be difficult to compel
TLA and its respective affiliates to subject themselves to the
jurisdiction and judgment of a U.S. court or for investors to
enforce against them the judgments of U.S. courts.
Cautionary Note Regarding Forward-Looking Statements
This communication may include "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 "anticipates", "believes", "continue", "expects",
"estimates", "intends", "may", "outlook", "plans", "potential",
"projects", "predicts", "should", "will", or, in each case, their
negative or other variations or comparable terminology. Such
forward-looking statements with respect to the timing of the
proposed Business Combination, as well as the expected performance,
strategies, prospects and other aspects of the businesses of the
parties to the Scheme and the combined company after completion of
the proposed Business Combination, are based on current
expectations that are subject to risks and uncertainties.
A number of factors could cause actual results or outcomes to
differ materially from those indicated 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 Business Combination; (2) the
outcome of any legal proceedings that may be instituted against the
Company, TLA or others following announcement of the Business
Combination and the transactions contemplated therein; (3) the
inability to complete the transactions contemplated by the Business
Combination due to the failure to obtain approval of the
shareholders of the Company or TLA or other conditions to closing
in the Business Combination; (4) the risk that the proposed
transaction disrupts current plans and operations as a result of
the announcement and consummation of the Business Combination and
the transactions described herein; (5) the ability to recognize the
anticipated benefits of the 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 retain its key employees; (6)
costs related to the proposed Business Combination; (7) changes in
applicable laws or regulations or their interpretation or
application; (8) the possibility that the Company or TLA may be
adversely affected by other economic, business, and/or competitive
factors; (9) future exchange and interest rates; (10) delays in
obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory
reviews required to complete the Business Combination; and (11)
other risks and uncertainties indicated in the proxy statement to
be filed by the Company with the SEC, including those under "Risk
Factors" therein, and other filings with the SEC by the Company.
These factors are not intended to be an all-encompassing list of
risks and uncertainties. Additional information regarding these and
other factors can be found in the Company's reports filed with the
SEC, including its Annual Report on Form 10-K for the year ended
December 31, 2015.
The forward-looking statements contained in this communication
are based on our current expectations and beliefs concerning future
developments and their potential effects on us. Future developments
affecting us may not be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) and other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected
in these forward-looking statements. We undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws.
By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. We caution
you that forward-looking statements are not guarantees of future
performance and that our actual results of operations, financial
condition and liquidity, and developments in the industry in which
we operate may differ materially from those made in or suggested by
the forward-looking statements contained in this Report. In
addition, even if our results or operations, financial condition
and liquidity, and developments in the industry in which we operate
are consistent with the forward-looking statements contained in
this communication, those results or developments may not be
indicative of results or developments in subsequent periods.
Disclaimer
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale 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.
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SOURCE Atlantic Alliance Partnership Corp. (AAPC)
