Board of Directors Recommends Stockholders and
Warrant Holders Vote "FOR" All Proposals
NEW
YORK and ALTRINCHAM,
England, March 22, 2024 /PRNewswire/ -- Churchill
Capital Corp VII ("Churchill VII") (Nasdaq: CVII), a special
purpose acquisition company, announced today that it has scheduled
a special meeting of Churchill VII stockholders and a meeting of
Churchill VII warrant holders for May 21,
2024 in connection with the proposed business combination
between CorpAcq Holdings Limited ("CorpAcq"), a corporate
compounder with a proven track record of acquiring and supporting
founder-led businesses, and Churchill VII (the "Business
Combination"). The Business Combination continues to progress and
is expected to be completed in the first half of 2024.
Prior to the special meeting of Churchill VII's stockholders to
approve the Business Combination (the "Stockholder Special
Meeting"), CorpAcq Group Plc, a public limited company incorporated
under the laws of England and
Wales, intends to file with the
U.S. Securities and Exchange Commission (the "SEC"), and make
available to Churchill VII's stockholders, a post-effective
amendment to the Registration Statement on Form F-4 of CorpAcq
Group Plc, as amended (the "Registration Statement," and such
amendment, the "Post-Effective Amendment"), which will include
financial statements of CorpAcq as of and for the year ended
December 31, 2023. Before making any
voting or investment decision, Churchill VII's stockholders are
advised to read the Post-Effective Amendment.
Upon closing of the Business Combination, CorpAcq Group Plc will
be a publicly-traded corporate compounder with a portfolio of 42
businesses (as of December 31, 2023)
that have strong asset bases, operate in industries with high
barriers to entry, and generate strong growth and free cash flow.
Additionally, CorpAcq Group Plc intends to implement an annual
dividend policy upon closing that is supported by the underlying
free cash flow generated from the portfolio.
"We are excited to reach this important milestone on our path to
becoming a publicly-traded company," said Simon Orange, Chairman and Founder of CorpAcq.
"By partnering with Churchill VII, CorpAcq will be better
positioned to accelerate growth and expand our acquisition
pipeline."
Stockholder Special Meeting to Be Held on May 21, 2024
Churchill VII will hold the Stockholder Special Meeting on
May 21, 2024, at 10:00 A.M. Eastern Time, to approve the Business
Combination with CorpAcq and related matters. Churchill VII
stockholders of record as of the close of business on March 27, 2024 will receive the proxy
statement/prospectus (the "Proxy Statement") by mail and are
entitled to vote at the Stockholder Special Meeting.
The Churchill VII board of directors (the "Board") unanimously
recommends that Churchill VII stockholders vote "FOR" the Business
Combination with CorpAcq as well as the other proposals set forth
in the Proxy Statement. Each stockholder's vote FOR ALL the
stockholder proposals included in the Proxy Statement is important,
regardless of the number of shares held.
The Stockholder Special Meeting will be conducted virtually via
live webcast. To register and receive access to the virtual
meeting, Churchill VII stockholders will need to follow the
instructions applicable to them provided in the Proxy Statement.
Churchill VII stockholders who need assistance voting, have
questions regarding the Stockholder Special Meeting, or would like
to request documents may contact Churchill VII's proxy solicitor,
Morrow Sodali LLC, by calling (800) 662-5200 (toll-free) or banks
and brokers may call (203) 658-9400, or by emailing
CVII.info@investor.morrowsodali.com.
If approved by Churchill VII's stockholders, the Business
Combination is expected to be completed shortly after the
Stockholder Special Meeting, subject to the satisfaction of all
other closing conditions. Following completion, the combined
company will operate as CorpAcq Group Plc and is expected to be
listed on the Nasdaq Global Market under the ticker "CPGR".
Warrant Holder Meeting to Be Held on May 21, 2024
In addition to the Stockholder Special Meeting, Churchill VII
will hold a meeting of holders of Churchill VII's public warrants
(the "Warrant Holder Meeting") on May 21,
2024, at 10:30 A.M., Eastern
Time. At the Warrant Holder Meeting, holders of outstanding
public warrants of Churchill VII will be asked to approve an
amendment to Churchill VII's existing warrant agreement (the
"Warrant Amendment") in connection with the Business Combination.
Churchill VII public warrant holders of record as of the close of
business on March 27, 2024 will
receive the Proxy Statement by mail and are entitled to vote at the
Warrant Holder Meeting.
The Board unanimously recommends that Churchill VII's warrant
holders vote "FOR" the Warrant Amendment as well as the other
warrant holder proposals set forth in the Proxy Statement. Every
warrant holder's vote FOR ALL the proposals included in the Proxy
Statement is important, regardless of the number of warrants
held.
The Warrant Holder Meeting will be conducted virtually via live
webcast. To register and receive access to the virtual meeting,
Churchill VII warrant holders will need to follow the instructions
applicable to them provided in the Proxy Statement. Churchill VII
warrant holders who need assistance voting, have questions
regarding the Warrant Holder Meeting, or would like to request
documents, may contact Churchill VII's proxy solicitor, Morrow
Sodali LLC, by calling (800) 662-5200 (toll-free) or banks and
brokers may call (203) 658-9400, or by emailing
CVII.info@investor.morrowsodali.com.
Advisors
UBS Investment Bank is serving as financial advisor to CorpAcq.
Citigroup Global Markets Inc. is serving as capital markets advisor
to Churchill VII. Reed Smith LLP is serving as legal counsel to
CorpAcq. Weil, Gotshal & Manges LLP is serving as legal counsel
to Churchill VII. Herbert Smith Freehills LLP is serving as legal
counsel to UBS. Kirkland & Ellis LLP is serving as legal
counsel to Citi.
About CorpAcq Holdings Limited
CorpAcq is a corporate compounder founded in 2006 with deep
commercial experience and a diversified portfolio of 42 companies
(as of December 31, 2023) across
multiple large industries. CorpAcq has a track record of unlocking
business potential and long-term growth for small and medium-sized
enterprises through its established M&A playbook
and decentralized operational approach.
CorpAcq's executive team develops close relationships with their
subsidiaries' management to support them with financial and
strategic expertise while allowing them to retain independence to
continue to operate their businesses successfully. CorpAcq is
headquartered in the United Kingdom.
About Churchill Capital Corp VII
Churchill Capital Corp VII was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses.
Important Notices Relating to Financial Advisors
UBS AG London Branch ("UBS") is authorized and regulated by the
Financial Market Supervisory Authority in Switzerland. It is authorized by the PRA and
subject to regulation by the FCA and limited regulation by the PRA
in the United Kingdom. UBS
provided financial advice to CorpAcq and no one else in connection
with the process or contents of this announcement. In connection
with such matters, UBS will not regard any other person as its
client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing
advice in relation to the process, contents of this announcement or
any other matter referred to herein.
Additional Information and Where to Find It
This communication does not contain all the information that
should be considered concerning the Business Combination and the
other transactions contemplated thereby (the "Transactions") and is
not intended to form the basis of any investment decision or any
other decision in respect of the Transactions.
The Registration Statement includes, and the Post-Effective
Amendment will include, the Proxy Statement to be made available to
Churchill VII's stockholders and warrantholders in connection with
Churchill VII's solicitation for proxies for the vote by Churchill
VII's stockholders and warrantholders in connection with the
Transactions and other matters described in the Registration
Statement, as well as the prospectus relating to the offer and sale
of securities to be issued by CorpAcq Group Plc to Churchill VII's
stockholders and warrantholders in connection with the completion
of the Transactions.
Before making any voting or other investment decisions,
Churchill VII's stockholders and warrantholders and other
interested persons are advised to read the Registration Statement
and any amendments thereto, including the Post-Effective Amendment
and the Proxy Statement, in connection with Churchill VII's
solicitation of proxies for its Stockholder Special Meeting and its
Warrant Holder Meeting to be held to approve, among other things,
the Transactions, as well as other documents filed with the SEC by
Churchill VII or CorpAcq Group Plc in connection with the
Transactions and any amendments thereto, as these documents will
contain important information about CorpAcq, CorpAcq Group Plc,
Churchill VII and the Transactions.
Churchill VII will mail the Proxy Statement and other relevant
documents to its stockholders and warrant holders as of the record
date established for voting on the Transactions. Stockholders and
warrant holders may also obtain a copy of the Registration
Statement, the Post-Effective Amendment and the Proxy
Statement, as well as other documents filed by Churchill VII or
CorpAcq Group Plc with the SEC, without charge, at the SEC's
website located at www.sec.gov or by directing a written request to
Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor,
New York, NY 10019.
Forward-Looking Statements
This communication includes "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
"estimate," "plan, " "project, " "forecast, " "intend, " "will, "
"expect, " "anticipate, " "believe, " "seek, " "target, "
"continue," "could, " "may," "might," "possible," "potential,"
"predict" or other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Churchill VII and CorpAcq have based the forward-looking
statements on its current expectations about future performance,
timing and events. The forward-looking statements in this
communication include, but are not limited to, statements regarding
estimates and forecasts of financial and operational metrics and
the anticipated timing for the Business Combination to close.
The forward-looking statements are based on various assumptions,
whether or not identified in this communication, and on the current
expectations of CorpAcq's and Churchill VII's respective management
teams and are not predictions of actual timing and/or performance.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved. The forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and may materially differ from assumptions.
Many actual events and circumstances are beyond the control of
Churchill VII and CorpAcq. The forward-looking statements are
subject to known and unknown risks, uncertainties and assumptions
about Churchill VII and CorpAcq that may cause the timing and/or
performance indicated in this communication to be materially
different from any actual future results, levels of activity,
performance or achievements expressed or implied by such
forward-looking statements. Such risks and uncertainties include
changes in domestic and foreign business changes in the competitive
environment in which CorpAcq operates; CorpAcq's ability to manage
its growth prospects, meet its operational and financial targets,
and execute its strategy; the impact of any economic disruptions,
decreased market demand and other macroeconomic factors, including
the effect of a global pandemic, to CorpAcq's business, projected
results of operations, financial performance or other financial
metrics; CorpAcq's reliance on its senior management team and key
employees; risks related to liquidity, capital resources and
capital expenditures; failure to comply with applicable laws and
regulations or changes in the regulatory environment in which
CorpAcq operates; the outcome of any potential litigation,
government and regulatory proceedings, investigations, actions
(including any potential U.S. or U.K. government shutdowns) and
inquiries that Churchill VII or CorpAcq may face; assumptions or
analyses used for CorpAcq's forecasts proving to be incorrect and
causing its actual operating and financial results to be
significantly below its forecasts; CorpAcq failing to maintain its
current level of acquisitions or an acquisition not occurring as
planned and negatively affecting operating results; the inability
of the parties to successfully or timely consummate the
Transactions, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect CorpAcq Group
Plc, which will be the combined company after the Transactions, or
the expected benefits of the Transactions or that the approval of
the stockholders of Churchill VII is not obtained; the risk that
stockholders of Churchill VII could elect to have their shares
redeemed by Churchill VII, leading to either Churchill VII failing
to satisfy continued listing requirements for Nasdaq Global Market
or Churchill VII having insufficient cash to complete the
Transactions; the outcome of any legal proceedings that may be
instituted against CorpAcq or Churchill VII; changes in applicable
laws or regulations; the ability of Churchill VII or CorpAcq Group
Plc to issue equity or equity linked securities in connection with
the Transactions or in the future; the impact of certain
geopolitical events, including wars in Ukraine and the surrounding region and the
Middle East; the impact of a
current or future pandemic on CorpAcq, CCVII, or CorpAcq Group's
projected results of operations, financial performance or other
financial metrics, or on any of the foregoing risks; those factors
discussed in under the heading "Risk Factors" in the Registration
Statement and Amendment No. 5 to the Registration Statement filed
with the SEC on March 7, 2024
("Amendment No. 5"), as may be further amended from time to time,
and other documents filed, or to be filed, with the SEC by
Churchill VII or CorpAcq Group Plc. If any of these risks
materialize or CorpAcq's, CorpAcq Group Plc's or Churchill VII's
assumptions prove incorrect, actual timing and/or performance could
differ materially from the timing and/or performance implied by the
forward-looking statements. There may be additional risks that
CorpAcq, CorpAcq Group Plc nor Churchill VII presently know or that
CorpAcq, CorpAcq Group Plc and Churchill VII currently believe are
immaterial that could also cause actual timing and/or performance
to differ materially from those contained in the forward-looking
statements. In addition, the forward-looking statements reflect
CorpAcq's, CorpAcq Group Plc's and Churchill VII's expectations and
views as of the date of this communication. CorpAcq, CorpAcq Group
Plc's and Churchill VII anticipate that subsequent events and
developments will cause CorpAcq's, CorpAcq Group Plc's and
Churchill VII's assessments to change. However, while CorpAcq,
CorpAcq Group Plc and Churchill VII may elect to update these
forward-looking statements at some point in the future, CorpAcq,
CorpAcq Group Plc and Churchill VII specifically disclaim any
obligation to do so. The forward-looking statements should not be
relied upon as representing CorpAcq, CorpAcq Group Plc and
Churchill VII's assessments as of any date subsequent to the date
of this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements. An investment in
CorpAcq, CorpAcq Group Plc or Churchill VII is not an investment in
any of CorpAcq's, CorpAcq Group Plc's or Churchill VII's founders'
or sponsors' past investments or companies or any funds affiliated
with any of the foregoing.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is
not, and under no circumstances is to be construed as, a proxy
statement or solicitation of a proxy, a prospectus, an
advertisement or a public offering of the securities described
herein in the United States or any
other 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, or exemptions therefrom.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED
BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY
OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
CorpAcq, CorpAcq Group Plc, Churchill VII, Churchill Sponsor VII
LLC and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from Churchill
VII's stockholders and warrantholders with respect to the
Transactions. A list of the names of Churchill VII's directors and
executive officers and a description of their interests in
Churchill VII is set forth in certain filings with the SEC,
including (but not limited to) the following: (1) Amendment
No. 5 (and specifically, the following sections:
"Risk Factors-Risks Related to Churchill and the Business
Combination"; "Information Related to
Churchill-Management, Directors and Executive Officers";
"The Business Combination-Interests of Certain Persons in
the Business Combination; Interests of the Churchill Initial
Stockholders and Churchill's Directors and Officers";
"Beneficial Ownership of Churchill Securities"
and "Certain Relationships and Related Person
Transactions-Churchill Relationships and Related Person
Transactions"), (2) the Form 10-K filed by
Churchill VII with the SEC on March 17,
2023 (and specifically, the following sections:
"Item 1A. Risk Factors"; "Item 10.
Directors, Executive Officers and Corporate Governance";
"Item 11. Executive Compensation";
"Item 12. Beneficial ownership";
"Item 13. Related party transactions" and
"Item 15. Exhibits, Financial Statement Schedules-Note 5.
Related Party Transactions"), (3) the Form 10-Qs filed
by Churchill VII with the SEC on May
10, 2023, August 9,
2023 and November 9,
2023 (and specifically, the discussion under
"Item 1. Financial Statements-Note 5. Related Party
Transactions" section in each such Form 10-Qs,
respectively), (4) the Form 8-K filed by Churchill VII
with the SEC on August 7, 2023 (and
specifically, the disclosure under "Item 1.01 Entry Into
a Material Definitive Agreement-Amended and Restated Sponsor
Agreement"), (5) the Form 8-K filed by
Churchill VII with the SEC on December 26,
2023 (and specifically, the disclosure under "Item
1.01 Entry Into a Material Definitive Agreement-Consent and Merger
Agreement Amendment"), (6) the SCHEDULE
14A filed by Churchill VII with the SEC on January 22, 2024 (and specifically, the following
sections: "The Business Combination-Interests of Certain
Persons in the Business Combination"
and "Beneficial Ownership of Churchill
Securities"), and (7) other documents that may be filed
with the SEC from time to time in connection with the Transactions,
each of which will be available free of charge at the SEC's website
located at www.sec.gov, or by directing a written request to
Churchill Capital Corp VII at 640 Fifth Avenue, 12th Floor,
New York, NY 10019.
Churchill VII stockholders, potential investors and other
interested persons should read each of the filings listed above and
the definitive proxy statement/prospectus relating to the offer of
the securities to be issued by CorpAcq Group Plc to Churchill VII's
stockholders and warrantholders in connection with the completion
of the Transactions once such documents are available before making
any voting or investment decisions. You may obtain free copies of
these documents from the sources indicated above.
Investor Relations Contact:
Email:
CorpAcqIR@icrinc.com
Media Relations Contact:
Michael Landau
Gladstone Place
Partners
(212) 230-5930
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SOURCE Churchill Capital Corp VII; CorpAcq
