LF Capital Acquisition Corp. II Announces Letter of Intent for Business Combination
February 15 2023 - 2:42PM
Business Wire
LF Capital Acquisition Corp. II, a Delaware corporation (“LF
II”) (NASDAQ:LFAC), announced today that it has entered into a
letter of intent (the “LOI”) with a target company (the
“Target Company”) for a potential initial business
combination (the “Business Combination”). The LOI is
non-binding with respect to all its material terms, except with
respect to provisions regarding a limited period of exclusivity.
The Target Company is a US-based manufacturer in the packaging
industry with industry-leading profitability serving diversified
end markets and with an established and highly attractive,
blue-chip customer base that are subject to multi-year
contracts.
Under the terms of the LOI, LF II and the Target Company intend
to enter into a definitive agreement pursuant to which LF II and
the Target Company would combine, with the former equity holders of
both entities (following the completion of the Business
Combination) holding equity in the combined publicly listed
company. The completion of the Business Combination is subject to
the completion of due diligence to LF II’s satisfaction, the
negotiation and execution of definitive documentation and
satisfaction of the conditions contained therein, including (i)
securing certain concurrent financing, (ii) completion of any
required stock exchange and regulatory reviews and (iii) approval
of the transaction by LF II’s stockholders and the Target Company’s
stockholders. Accordingly, no assurances can be made by either
party that the parties will successfully negotiate and enter into a
definitive agreement, or that the proposed transaction will be
consummated on the terms or timeframe currently contemplated, or at
all.
Additional Information and Where to Find It
LF II has mailed to its stockholders of record as of January 13,
2023 a definitive proxy statement (the “Charter Amendment Proxy
Statement”) for a special meeting of stockholders on February
15, 2023 to increase the monthly extension payments per one-month
extension of the deadline to complete an initial business
combination to $0.04 per share of LF II’s Class A common stock sold
in LF II’s initial public offering. Stockholders may obtain a free
copy of the Charter Amendment Proxy Statement, as well as other
relevant documents that have been or will be filed with the United
States Securities and Exchange Commission (the “SEC”),
without charge, at the SEC’s website (www.sec.gov) or by directing
a request to: 1909 Woodall Rodgers Freeway, Suite 500, Dallas, TX
75201, or to Morrow Sodali LLC, LF II’s proxy solicitor, by calling
(800) 662-5200, or banks and brokers can call collect at (203)
658-9400, or by emailing LFAC.info@investor.morrowsodali.com.
If a definitive agreement is entered into in connection with the
proposed Business Combination, LF II intends to file a preliminary
proxy statement/prospectus (the “Deal Proxy
Statement/Prospectus”) with the SEC. A definitive Deal Proxy
Statement/Prospectus will be mailed to stockholders of LF II as of
a record date to be established for voting on the proposed
transaction. LF II urges its investors and other interested persons
to read, when available, the Deal Proxy Statement/Prospectus, as
well as other documents filed with the SEC, because these documents
will contain important information about the proposed Business
Combination. The Deal Proxy Statement/Prospectus, once available,
can be obtained without charge at the SEC’s web site (www.sec.gov)
or by directing a request to LF Capital Acquisition Corp. II, 1909
Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of any business combination or stockholder meeting. This
press release shall also 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 states or jurisdictions in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction. No offering 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.
Participants in the Solicitation
LF II and certain of its respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies, in favor of the approval of the proposed Business
Combination related matters. Information regarding LF II’s
directors and executive officers is set forth in LF II’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021,
which was filed with the SEC on March 25, 2022. Additional
information regarding the interests of those participants and other
persons who may be deemed participants in the potential transaction
will be set forth in the Deal Proxy Statement/Prospectus when it is
filed with the SEC.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements.” Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of LF II, including those set forth in the Risk Factors
section of LF II’s Form S-1, which was declared effective by the
SEC on August 5, 2021, and is available on the SEC’s website,
www.sec.gov. LF II undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
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Scott Reed sreed@lfcapital.co (214) 740-6112
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