Business Combination remains subject to
satisfaction of customary closing conditions, including shareholder
approval
Oaktree Acquisition Corp. II (NYSE: OACB) (“OACB” or the
“Company”) announced today that, assuming satisfaction of the
conditions to the closing of its pending business combination with
Alvotech Holdings S.A. and Alvotech (“Topco”) (the “Business
Combination”), including approval of the Business Combination by
the Company’s shareholders, Topco, as the surviving entity, intends
to list its ordinary shares on The Nasdaq Stock Market LLC and the
Nasdaq First North Growth Market (together “Nasdaq”) under the new
ticker symbol “ALVO” and its warrants on The Nasdaq Stock Market
LLC under the new ticker symbol “ALVOW” and that OACB intends to
voluntarily delist all of its securities from The New York Stock
Exchange (“NYSE”), including each of OACB’s units, Class A ordinary
shares and public warrants currently listed on the NYSE under the
symbols “OACB.U,” “OACB” and “OACB WS,” respectively. The decision
to list on Nasdaq was made in consideration of the Business
Combination. OACB expects the last day of trading on the NYSE to be
on or about June 15, 2022 and trading is expected to begin on
Nasdaq on or about June 16, 2022 following the consummation of the
Business Combination, which is currently expected to occur on June
15, 2022, subject to final shareholder approval at OACB’s
extraordinary general meeting on June 7, 2022, and satisfaction of
other customary closing conditions. Until the Business Combination
is complete, OACB’s Class A ordinary shares, warrants and units
will continue to trade under the ticker symbols “OACB,” “OACB WS”
and “OACB.U,” respectively, on the NYSE. The Nasdaq listing and
NYSE delisting are subject to the closing of the Business
Combination and fulfillment of all Nasdaq listing requirements.
As previously announced, the Company will hold the extraordinary
general meeting at 10:00 a.m., New York Time, on June 7, 2022, at
the offices of Kirkland & Ellis LLP located at 601 Lexington
Avenue, New York, NY 10022, and via a virtual meeting at
https://www.cstproxy.com/oaktreeacquisitioncorpii/2022. The Proxy
Statement/Prospectus with respect to the Business Combination,
together with a proxy card for voting, has been mailed to the
Company’s shareholders. Shareholders are encouraged to attend the
extraordinary general meeting and to vote as soon as possible by
signing, dating and returning the proxy card enclosed with the
Proxy Statement/Prospectus. If you have any questions, please
contact Morrow Sodali LLC, our proxy solicitor, by calling (800)
662-5200 (toll free), or banks and brokers can call (203) 658-9400,
or by email at OACB.info@investor.morrowsodali.com.
Additional Information
In connection with the Business Combination, OACB, Alvotech
Holdings S.A. and TopCo filed with the SEC a registration statement
on Form F-4 (the “Registration Statement”) containing a proxy
statement of OACB and a prospectus of TopCo. The Registration
Statement has been declared effective by the SEC and OACB has
mailed a definitive proxy statement/prospectus related to the
proposed Business Combination to its shareholders. This
communication does not contain all the information that should be
considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed Business Combination. OACB’s
shareholders and other interested persons are advised to read the
proxy statement/prospectus and the amendments thereto and the
definitive proxy statement/prospectus and other documents filed in
connection with the proposed Business Combination, as these
materials will contain important information about Alvotech, OACB
and the proposed Business Combination. Shareholders of OACB are
also able to obtain copies of the definitive proxy
statement/prospectus and other documents filed with the SEC,
without charge at the SEC’s website at www.sec.gov, or by directing
a written request to: OACB, 333 South Grand Avenue, 28th Floor, Los
Angeles, California 90071.
Participants in the Solicitation
OACB and Alvotech and their directors and executive officers may
be deemed participants in the solicitation of proxies from OACB’s
shareholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in OACB is contained in OACB’s
annual report on Form 10-K for the fiscal year ended December 31,
2021, which was filed with the SEC and is available free of charge
at the SEC’s web site at www.sec.gov, or by directing a written
request to OACB, 333 South Grand Avenue, 28th Floor, Los Angeles,
California 90071. Additional information regarding the interests of
such participants is contained in the proxy statement/prospectus
for the proposed Business Combination.
TopCo and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of OACB in connection with the proposed Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
Business Combination is included in the proxy statement/prospectus
for the proposed Business Combination.
Forward Looking Statements
Certain statements in this communication may be considered
“forward-looking statements.” Forward-looking statements generally
relate to future events or the future financial operating
performance of OACB or Alvotech. For example, Alvotech’s
expectations regarding future growth, results of operations,
performance, future capital and other expenditures including the
development of critical infrastructure for the global healthcare
markets, competitive advantages, business prospects and
opportunities including pipeline product development, future plans
and intentions, results, level of activities, performance, goals or
achievements or other future events; the potential approval and
commercial launch of product candidates; and the timing of the
closing of the Business Combination and expected first day of
trading of TopCo’s securities on The Nasdaq Stock Market LLC and
The Nasdaq First North Growth Market. In some cases, you can
identify forward-looking statements by terminology such as “may”,
“should”, “expect”, “intend”, “will”, “estimate”, “anticipate”,
“believe”, “predict”, “potential” or “continue”, or the negatives
of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by OACB and its
management, and Alvotech and its management, as the case may be,
are inherently uncertain and are inherently subject to risks,
variability and contingencies, many of which are beyond OACB’s and
Alvotech’s control. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of negotiations and any
subsequent definitive agreements with respect to the Business
Combination; (2) the outcome of any legal proceedings that may be
instituted against OACB, the combined company or others following
this announcement of the Business Combination and any definitive
agreements with respect thereto; (3) the inability to complete the
Business Combination due to the failure to obtain approval of the
shareholders of OACB, to obtain financing to complete the Business
Combination or to satisfy other conditions to closing; (4) changes
to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or
regulations or as a condition to obtaining regulatory approval of
the Business Combination; (5) the ability to meet stock exchange
listing standards following the consummation of the Business
Combination; (6) the risk that the Business Combination disrupts
current plans and operations of Alvotech as a result of the
announcement and consummation of the Business Combination; (7) 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 key relationships and retain its
management and key employees; (8) costs related to the Business
Combination; (9) changes in applicable laws or regulations; (10)
the possibility that Alvotech or the combined company may be
adversely affected by other economic, business, and/or competitive
factors; (11) Alvotech’s estimates of expenses and profitability;
(12) pending litigation related to AVT02; (13) the potential impact
of the ongoing COVID-19 pandemic on the FDA’s review timelines,
including its ability to complete timely inspection of
manufacturing sites; (13) the commercial launch date of AVT02 in
the United States or elsewhere, and (15) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in OACB’s
Annual Report on Form 10-K for the fiscal year ended December 31,
2021, in the Registration Statement or in other documents filed by
OACB with the SEC. There may be additional risks that neither OACB
nor Alvotech presently know or that OACB and Alvotech currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither OACB nor
Alvotech undertakes any duty to update these forward-looking
statements or to inform the recipient of any matters of which any
of them becomes aware of which may affect any matter referred to in
this communication. Alvotech and OACB disclaim any and all
liability for any loss or damage (whether foreseeable or not)
suffered or incurred by any person or entity as a result of
anything contained or omitted from this communication and such
liability is expressly disclaimed. The recipient agrees that it
shall not seek to sue or otherwise hold Alvotech, OACB, TopCo or
any of their respective directors, officers, employees, affiliates,
agents, advisors or representatives liable in any respect for the
provision of this communication, the information contained in this
communication, or the omission of any information from this
communication.
No Offer
This communication is for informational purposes only and does
not constitute an offer to sell or a solicitation of an offer to
buy any securities pursuant to the proposed transaction or
otherwise, 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 the Securities Act of 1933, as amended.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220603005488/en/
OAKTREE ACQUISITION CORP. II Investor
Relations info@oaktreeacquisitioncorp.com Media Relations
mediainquiries@oaktreecapital.com
Oaktree Acquisition Corp... (NYSE:OACB)
Historical Stock Chart
From Jan 2025 to Feb 2025
Oaktree Acquisition Corp... (NYSE:OACB)
Historical Stock Chart
From Feb 2024 to Feb 2025
