NEW YORK and NAPLES, Fla.,
June 30, 2020 /PRNewswire/ -- Gordon
Pointe Acquisition Corp. ("GPAQ") (NASDAQ: GPAQ, GPAQU, GPAQW), a
publicly traded special purpose acquisition company, and HOF
Village, LLC ("HOF Village" or "the Company") announced today that
GPAQ's shareholders have voted to approve the merger agreement for
a business combination with HOF Village at the GPAQ special
shareholders meeting held on June 30,
2020. In excess of 97% of the shares were voted in
favor of the transaction. The combined company will create a
premier sports, entertainment and media enterprise centered around
the Pro Football Hall of Fame in Canton,
Ohio. The board of directors of GPAQ had previously
approved, and recommended that GPAQ's shareholders vote in favor
of, the proposed business combination transaction. The members of
HOF Village, LLC had previously approved the proposed business
combination.
The merger is expected to close no later than July 15th, 2020, subject to the
satisfaction or waiver of certain closing conditions. In connection
with the closing, HOF Village Newco, LLC, a subsidiary of the
Company that will hold all of the Company's operations, will be
merged with and into a wholly-owned subsidiary of GPAQ.
For additional information on the proposed transaction, GPAQ has
filed with the SEC Amendment No. 3 to Definitive Proxy Statement on
June 4, 2020 (the "Merger Proxy
Statement"), and GPAQ's wholly-owned subsidiary, GPAQ Acquisition
Holdings, Inc. ("Holdings") has filed with the SEC Post-Effective
Amendment No. 3 to Registration Statement on Form S-4 on
June 4, 2020 (the "Registration
Statement"). Investors and security holders are advised to
read the Registration Statement and the Merger Proxy Statement, and
amendments thereto and the definitive proxy statements, which
contain important information about the proposed business
combination and the parties to it. The Registration Statement and
definitive Merger Proxy Statement has been mailed to stockholders
of GPAQ as of June 1, 2020.
Stockholders will also be able to obtain copies of the Registration
Statement and Merger Proxy Statement, without charge, at the SEC's
website at www.sec.gov or by directing a request to: Gordon Pointe
Acquisition Corp., 780 Fifth Avenue South, Naples, FL 34102.
Maxim Group acted as capital markets advisor to GPAQ and Fox
Rothschild LLP served as GPAQ's legal advisor. Hunton Andrews Kurth
LLP served as HOFV's legal advisor.
About HOF Village, LLC
The Johnson Controls Hall of
Fame Village, a development of HOF Village, LLC, is a multi-use
sports, entertainment and media destination centered around the Pro
Football Hall of Fame's campus in Canton,
Ohio. It provides a themed sports, entertainment and media
venue to capitalize on the popularity and fandom associated with
professional football and its legendary players. HOF Village, LLC
was founded by the Pro Football Hall of Fame through its wholly
owned, for profit subsidiary Hall of Fame Village, Inc. and
Industrial Realty Group, LLC.
About Gordon Pointe Acquisition Corp.
GPAQ is a
special purpose acquisition company formed by Mr. James Dolan. GPAQ raised $125 million in its initial public offering in
January of 2018. Additional information can be found at
www.gordonpointe.com.
About the Pro Football Hall of Fame
Located in
Canton, Ohio, the birthplace of
the National Football League, the Pro Football Hall of Fame is a
501(c)(3) not-for-profit institution with the Mission to Honor the
Heroes of the Game, Preserve its History, Promote its Values, &
Celebrate Excellence Everywhere. Hundreds of thousands of fans from
across the globe travel to Canton annually to experience "The
Most Inspiring Place on Earth!" that chronicles America's most
popular sport.
Participants in the Solicitation
GPAQ, Holdings, HOFV,
HOF Village Newco, LLC and their respective directors, executive
officers and other members of their management and employees, under
SEC rules, may be deemed to be participants in the solicitation of
proxies of GPAQ stockholders in connection with the proposed
business combination. Investors and security holders may obtain
more detailed information regarding the names, affiliations and
interests in GPAQ's directors and officers in its Annual Report on
Form 10-K for the fiscal year ended December
31, 2019, which was filed with the SEC on March 10, 2020, and also in Holdings'
Post-Effective Amendment No. 3 to Registration Statement on Form
S-4, as amended, which includes a definitive proxy statement/final
prospectus of GPAQ, which became effective on June 2, 2020.
Forward-Looking Statements
Certain statements made
herein are "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "anticipate", "believe", "expect",
"estimate", "plan", "outlook", and "project" and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Such forward-looking
statements include timing of the proposed merger; the business
plans, objectives, expectations and intentions of the parties once
the transaction is complete, and Holding's, GPAQ's and HOFV's
estimated and future results of operations, business strategies,
competitive position, industry environment and potential growth
opportunities, relating to the acquired business. These
forward-looking statements reflect the current analysis of existing
information and are subject to various risks and uncertainties. As
a result, caution must be exercised in relying on forward-looking
statements. Due to known and unknown risks, our actual results may
differ materially from our expectations or projections. The
following risks and uncertainties, among others, could cause actual
results to differ materially from those described in these
forward-looking statements: the impact of the Coronavirus on GPAQ
and HOFV, the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement and the proposed transaction contemplated thereby; the
inability to complete the transactions contemplated by the Merger
Agreement due to the failure to satisfy conditions to closing in
the Merger Agreement; the outcome of any legal proceedings that
have been, or will be, instituted against GPAQ or other parties to
the Merger Agreement following announcement of the Merger Agreement
and transactions contemplated therein; the ability of Holdings to
meet NASDAQ listing standards following the merger and in
connection with the consummation thereof; the failure to obtain the
financing arrangements necessary to complete the development of the
project; the failure to achieve the assumptions underlying certain
of the financial projections included within the investor
presentation including, among others, securing the timely financing
for, and achieving construction of, the second phase of the project
within assumed timeframes and financial budget, and achieving
expected attendance and occupancy rates; risks that the proposed
transaction disrupts current plans and operations and the potential
difficulties in employee retention as a result of the announcement
of the Merger Agreement and consummation of the transaction
described therein; costs related to the proposed merger and the
impact of the substantial indebtedness to be incurred to finance
the consummation of the merger; changes in applicable laws or
regulations; the ability of the combined company to meet its
financial and strategic goals, due to, among other things,
competition, the ability of the combined company to grow and manage
growth profitability, maintain relationships with customers and
retain its key employees; the possibility that the combined company
may be adversely affected by other economic, business, and/or
competitive factors; and other risks and uncertainties described
herein, as well as those risks and uncertainties discussed from
time to time in other reports and other public filings with the SEC
by GPAQ and Holdings.
Non-Solicitation
This press release is not a proxy
statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction
and shall not constitute an offer to sell or a solicitation of an
offer to buy any securities, 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 prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
For Information, Contact:
HOF Village, LLC Media
Inquiries
Anne Graffice, 330-458-9176
Anne.Graffice@hofvillage.com
Or
Phil Denning, (646) 277-1258
Phil.Denning@icrinc.com
HOF Village, LLC or Gordon Pointe Investor Inquiries
Jacques Cornet, (646) 277-1285
Jacques.Cornet@icrinc.com
or
Will Swett, (646) 677-1818
Will.Swett@icrinc.com
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SOURCE Gordon Pointe Acquisition Corp.