UMG Shares to be Distributed to PSTH
Shareholders Later this Year
PSTH to Remain a Publicly Traded Company
“RemainCo” with Approximately $1.5 billion of Cash and Access to an
Additional $1.4 billion Through Forward Purchase Agreements After
the Distribution of UMG Shares
RemainCo Will Seek to Combine with a Private
Operating Company
Pershing Square SPARC Holdings, Ltd.
(“SPARC”) Will Distribute
SPARC Warrants to PSTH Shareholders
Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH)
(“PSTH”), a special purpose
acquisition company, announced today that it had entered into a
definitive agreement with Vivendi S.E. (“Vivendi”) to acquire 10% of the outstanding
Ordinary Shares of Universal Music Group B.V. (“UMG”) for approximately $4 billion.
Later this year, after Vivendi completes the previously
announced separation from and listing of UMG on Euronext Amsterdam,
the acquired UMG shares will be distributed to PSTH
shareholders.
PSTH will continue to exist following these transactions (the
“Transactions”) and expects to have
approximately $1.5 billion in cash and access to an additional $1.4
billion in cash through forward purchase agreements. PSTH intends
to pursue a business combination with an operating business
promptly.
UMG and PSTH Presentations
A 22-minute, live-streamed video presentation prepared by
Universal Music Group for PSTH shareholders about the company will
be available on Wednesday, June 23 at 8:15am
EDT. The video will be livestreamed
once and will not be available to watch thereafter. We
therefore encourage PSTH shareholders to access the site before the
video begins at 8:15am EDT. The live stream will be accessible
here. A transcript of the video will be made available on the
Universal Music Group website following the live stream.
Following the UMG video presentation, on the same Wednesday,
June 23rd, at 9:00am EDT the Pershing Square investment team will
make a detailed presentation about UMG and the Transactions, and
answer questions. The PSTH presentation is open to investors and
the general public. The live stream of the presentation will be
available at www.PSTontine.com, and will be simulcast in French,
Japanese, Mandarin, Cantonese, German, Italian, Spanish,
Portuguese, Arabic, and Russian, made possible by KUDO. Please
email your questions to ir@persq.com in advance or during the
presentation. To address any questions that we do not have an
opportunity to answer during the presentation, we will shortly
thereafter distribute a detailed FAQ on our website at
www.PSTontine.com.
UMG Overview
Universal Music Group (“UMG”)
www.universalmusic.com is the world leader in music-based
entertainment, with a broad array of businesses engaged in recorded
music, music publishing, merchandising, and audiovisual content in
more than 60 countries. Featuring the most comprehensive catalog of
recordings and songs across every musical genre, UMG identifies and
develops artists and produces and distributes the most critically
acclaimed and commercially successful music in the world. Committed
to artistry, innovation and entrepreneurship, UMG fosters the
development of services, platforms and business models in order to
broaden artistic and commercial opportunities for its artists, and
create new experiences for fans.
UMG has the following strategic attributes and competitive
advantages:
- The industry leader in a stable competitive environment
- Iconic world-class management team
- Massive and growing total addressable market. Everyone loves
music!
- Global consumer adoption of streaming will generate many years
of high growth
- Irreplaceable owned IP and must-have content
- Predictable, recurring revenue streams that require minimal
capital despite high growth
- Significant fixed-cost expense base allowing for long-term
margin expansion
- Minimal net financial leverage
- UMG will be the only uncontrolled, pure-play major music
content company
- UMG will have an independent, high quality board of
directors
UMG’s unique and attractive business characteristics combined
with its operational excellence have resulted in industry-leading
financial performance:
- Leading global recorded music market share (32%) and
representation of all of the top 10 leading global artists
- Organic revenue growth in excess of 10% in recent years, and 5%
in 2020 despite the significant negative impact of COVID-19
- Robust revenue growth underpinned by consumer adoption of
streaming, which is growing at a high-teens rate annually and is
now the majority of UMG’s revenue
- Organic (constant-currency) operating profit growth of more
than 20% per annum since 2017 due to strong revenue growth and
margin expansion
- Consensus analyst estimated revenue of €8.0 billion and
operating profit of €1.5 billion for 2021, reflecting a 19%
operating profit margin
Universal Music Group is currently a Vivendi company, but it
will become an independent publicly traded company in Q3 2021.
The Transactions
There are only three fundamental elements to the
Transactions:
- PSTH will buy 10% of the outstanding Ordinary Shares of UMG and
thereafter these shares will be distributed to PSTH
shareholders.
- Following the UMG distribution, PSTH shareholders will continue
to own shares in PSTH (“RemainCo”),
which will continue to exist, with approximately $1.5 billion in
cash and access to an additional $1.4 billion of cash through
forward purchase agreements.
- A new company (“SPARC”) will issue
warrants (the “SPARC Warrants”) to
PSTH’s shareholders. The SPARC Warrants are expected to trade on
the NYSE or Nasdaq, and will allow holders to subscribe for SPARC
shares once SPARC finds its initial business combination
partner.
To accomplish the Transactions, some additional steps must first
take place. To explain these steps as clearly as possible, we are
providing the following resources:
- the background to our transaction with UMG under the heading
“Transaction Background”;
- a short summary that describes the Transactions from start to
finish under the heading “Transactions Summary”;
- additional information on aspects of the Transactions under the
heading “Additional Information.” To help highlight where
additional detail is provided in the Transactions Summary we have
included notes (like this1) which match the numbering in the
Additional Information section; and
- a presentation further describing the transactions, which can
be found here.
And as previously mentioned, we will be making a detailed
investor presentation describing UMG and the Transactions on June
23rd beginning with a 22-minute UMG video at 8:15am EDT, and a
presentation by members of the Pershing Square investment team at
9:00am EDT.
Transactions Background
During the course of our negotiations with
Vivendi, it became clear that various tax, legal and other
strategic considerations precluded Vivendi from entering into a
“traditional” de-SPAC merger transaction, and from selling more
than 10% of UMG.
Even with the additional complexity, time,
legal, and other costs that these constraints created, we were
convinced that the opportunity to acquire such an extraordinary
business was the best option for our shareholders.
Fundamental to that decision was the fact
that the UMG transaction on its own provides all of the same
benefits and protections to our shareholders that they would have
received in a more traditionally structured de-SPAC merger and
share distribution.
Transactions Summary
(1) Acquisition of 10% of UMG
On June 20, 2021, PSTH agreed to acquire 10%
of the Ordinary Shares of UMG (the “UMG
shares”).
In our IPO, we promised our shareholders the
right to redeem their shares after a deal was announced. To fulfill
that promise, we are planning to launch a Redemption Tender Offer1
in early July. We expect it to close during Q3 2021.
We also intend to offer holders of our
currently outstanding Distributable Redeemable Warrants the
opportunity to exchange their Distributable Redeemable Warrants for
PSTH common shares through a Warrant Exchange Offer, which will
enable exchanging warrant holders to participate along with other
PSTH shareholders in the Transactions.3 The Warrant Exchange Offer
is expected to launch in the coming weeks and close shortly after
the closing of the Redemption Tender Offer, but before the
Distribution by PSTH of the UMG shares.
Holders of PSTH shares on a record date4
shortly after the closing of the Redemption Tender Offer (and
before the closing of the Warrant Exchange Offer) will receive a
pro-rata allocation of our 2/9ths Distributable Tontine Redeemable
Warrants.5 The Distributable Tontine Redeemable Warrants will not
be eligible to participate in the Warrant Exchange Offer.
Following completion of the Redemption Tender
Offer and the Warrant Exchange Offer, the Pershing Square Funds
will exercise approximately $1.6 billion of the Forward Purchase
Agreements. As a result, following the closing of PSTH’s
acquisition of UMG shares, RemainCo will have approximately $1.5
billion in cash, assuming no more than negligible participation by
shareholders in the Redemption Tender Offer.7
Once that funding is complete, we will
complete the UMG acquisition. We expect that to happen in Q3
2021.
Next, UMG will complete its Euronext
Amsterdam listing, and, in late September, Vivendi will distribute
UMG Ordinary Shares representing up to 60% of the outstanding UMG
shares to its shareholders. Following that distribution, UMG will
begin the process of registering the UMG shares acquired by PSTH
with the Securities and Exchange Commission (the “SEC”) so that they can be distributed to our
shareholders.8
Promptly following the completion of the
listing and the effectiveness of the registration statement, the
UMG shares acquired by PSTH will be distributed to our shareholders
(the “Distribution”).
Holders of PSTH shares on a record date after
the closing of the Warrant Exchange Offer will be eligible to
participate in the Distribution. Further details on the timing of
that record date will be included in the documents we will provide
in respect of the Redemption Tender Offer.
Neither the Sponsor Warrants nor the Director
Warrants will become warrants in UMG, and they will therefore not
result in any dilution to UMG. Unlike typical de-SPAC business
combinations, UMG will have no dilutive securities outstanding
following its listing and our purchase of the UMG shares.
(2) RemainCo
After the UMG shares are distributed to our
shareholders, PSTH will continue to exist. It will not disappear
into UMG and it will not liquidate. For the purpose of this
transaction description, we refer to PSTH following the
Distribution of the UMG shares as “RemainCo,” but it will be the same corporate
entity and it will continue to be named Pershing Square Tontine
Holdings, Ltd. after the UMG distribution.
RemainCo will have the following
features:
- Objective: RemainCo’s next deal
will be a more traditional de-SPAC business combination, and
therefore it will not acquire minority share ownership in a company
by means of a share purchase transaction. We have already begun to
identify that business combination partner and will work
expeditiously, but do not expect to enter into a definitive
agreement regarding a business combination before the Redemption
Tender Offer is completed.
- Capitalization:
- RemainCo will have (i) approximately $1.5 billion in cash and
(ii) access to an additional $1.4 billion of cash through optional
Forward Purchase Agreements with the Pershing Square Funds.
- RemainCo will undertake a 1:4 reverse stock split so that our
cash net assets per share will be approximately $22.
- Not a SPAC: RemainCo will no
longer be a SPAC because PSTH will have completed its initial
business combination transaction.
- Indemnity to Vivendi: PSTH has
entered into an agreement to indemnify Vivendi and certain of its
related parties in connection with the Redemption Tender Offer, the
Warrant Exchange Offer, and the Distribution and a related
registration statement.
(3) SPARC
An affiliate of our Sponsor has sponsored an
entity known as Pershing Square SPARC Holdings, Ltd. (“SPARC”). SPARC is a Cayman Islands exempted
company.
While SPARC is an acquisition company, it is
not a conventional SPAC. Unlike a
conventional SPAC, SPARC does not intend to raise capital through
an underwritten IPO in which investors commit capital upfront –
before knowing the company with which it will combine.
Instead, SPARC intends to issue warrants for
no consideration to PSTH shareholders which will be exercisable for
common shares at a price of $20.00 per share (“SPARC Warrants”). SPARC Warrants can only be
exercised after SPARC enters into a definitive agreement for its
initial business combination. SPARC expects that the SPARC Warrants
will trade on the NYSE or Nasdaq.
SPARC’s Structural Advantages
SPARC’s structure has been designed to allow
SPARC warrant holders to avoid incurring the opportunity cost of
capital of a typical SPAC, as the SPARC Warrants will not be
exercisable, and holders will not purchase and pay for shares in
SPARC, until a definitive agreement has been signed. SPARC and its
Sponsor will also benefit by not experiencing the potentially
reduced negotiating leverage and time pressure associated with the
typical two-year SPAC commitment period.
SPARC will not have any shareholder warrants
outstanding following its business combination, nor is it expected
to incur any underwriting costs.
SPARC common stock will become publicly
traded only after a business combination partner has been
identified, a definitive agreement has been fully executed, and the
SPARC Warrants have been exercised.
SPARC Warrants
SPARC Warrants will be distributed to PSTH
shareholders on a record date shortly following the completion of
the Redemption Tender Offer and Warrant Exchange Offer. SPARC
Warrants will only be exercisable after a definitive agreement for
a business combination has been signed and after the SEC has
declared effective the registration statement covering the exercise
of the SPARC Warrants.
Warrant holders who elect to exercise their
SPARC Warrants will also have oversubscription rights (i.e. the
right to exercise a proportionally greater amount of SPARC Warrants
to the extent that other holders of SPARC Warrants do not exercise
their SPARC Warrants).
SPARC Will Have Access to Up to $10.6 Billion
for its Business Combination
SPARC is expected to enter into forward
purchase agreements with affiliates of SPARC’s sponsor, the
Pershing Square Funds and an affiliated entity, for a minimum
investment of $1 billion, and up to $5 billion, subject to increase
with the consent of SPARC’s board.
Assuming all of the SPARC Warrants are
exercised, SPARC will have a minimum of $6.6 billion of cash and
access to up to $10.6 billion to consummate a transaction.
SPARC Sponsor Convertible Preferred
Shares
SPARC’s Sponsor is expected to purchase
preferred shares convertible into 4.95% of the outstanding shares
of the post-combination entity on a fully diluted basis. These
shares will be convertible at a conversion price of $24.00 and
solely on a net settlement basis, which means that the Sponsor will
receive, on conversion, shares of the post-combination company with
a value equal to the market value in excess of $24.00 per share of
4.95% of the fully diluted shares of the post-combination
company.
SPARC to File a Registration Statement with
the SEC Shortly
SPARC has not yet filed a registration
statement with the SEC, but will do so on a confidential basis
shortly. SPARC expects to commence the distribution of SPARC
Warrants to PSTH shareholders following the SEC review process, and
the completion of PSTH’s Warrant Exchange Offer and Redemption
Tender Offer.
The SPARC Warrant distribution remains
subject to SEC and stock exchange review, and will take place only
once a registration statement has been declared effective by the
SEC under the Securities Act of 1933. No assurance can be given
that SPARC will be ultimately effectuated on the above outlined
terms or at all.
Additional Information
- The Redemption Tender Offer As PSTH is not holding a
shareholder vote,2 we will provide our shareholders with the
opportunity to exercise their redemption rights through a tender
offer (the “Redemption Tender Offer”).
The Redemption Tender Offer is an alternative available to us under
our organizational documents which was described in the prospectus
for our IPO. The per-share price we will offer in the Redemption
Tender Offer will be the amount per share held in PSTH’s trust
account (slightly more than PSTH’s IPO price of $20.00 per share,
including interest earned, net of any taxes, since our IPO). The
Redemption Tender Offer will be open for at least 20 business days
and will otherwise comply with applicable law.
- Why is PSTH not Seeking Shareholder Approval for the
Transactions? Shareholder approval is not required for any aspect
of the Transactions under applicable law or the rules of the New
York Stock Exchange. The prospectus for our IPO contemplated that
we may not hold a shareholder vote, in which event we would provide
shareholders with the opportunity to redeem their shares through a
tender offer. The Redemption Tender Offer can be completed more
quickly and with greater certainty of execution than a shareholder
vote, thereby reducing the conditionality of the Transactions.
- The Warrant Exchange Offer Since PSTH is not combining with
UMG, PSTH’s Distributable Redeemable Warrants will not become
exercisable for shares in a combined operating company as would be
typical in SPAC transactions. To provide appropriate treatment for
the Distributable Redeemable Warrants in this situation, PSTH has
decided to grant our warrant holders the opportunity to exchange
their Distributable Redeemable Warrants for shares of PSTH common
stock (the “Warrant Exchange Offer”).
The exchange ratio for the Warrant Exchange Offer will be
determined based on the first row of the cashless exercise
redemption table that appears on page 166 of our IPO prospectus.
This is the same treatment which the Distributable Redeemable
Warrants would receive if they were cashless exercised in relation
to a redemption following our initial business combination. In
determining the correct column to use in that table, we will deem
the fair market value of our Class A Common Stock to be the
volume-weighted average price of PSTH stock during ten trading days
prior to the date of the launch of the offer, and the remaining
term of the warrants to be 60 months. The shares of PSTH common
stock issued pursuant to the Warrant Exchange Offer are expected to
be exempt from registration pursuant to Section 3(a)(9) of the
Securities Act of 1933.
- What is a Record Date? Record dates are important in the
Transactions. When a company is making a distribution to its
shareholders (like a dividend), it will set a certain date (the
record date) on which you must hold a share in order to be entitled
to receive the distribution. The date the distribution is actually
made (sometimes referred to as a payment date) is normally a day or
more after the record date. For example, we will set a record date
following the closing of the Redemption Tender Offer, and before
the closing of the Warrant Exchange Offer for the distribution of
our 2/9ths Distributable Tontine Redeemable Warrants. If you hold a
share on that record date, you will receive your proportion of the
Distributable Tontine Redeemable Warrants when we actually
distribute them after the Warrant Exchange Offer closes. We will
tell you in advance and remind you when each record date and
payment date is going to be.
- 44,444,444 Distributable Tontine Redeemable Warrants and
Untendered Distributable Redeemable Warrants We will issue our
2/9ths Distributable Tontine Redeemable Warrants (44,444,444
warrants in total) on a pro-rata basis to our holders of record on
a date shortly after we close the Redemption Tender Offer, but
before we close the Warrant Exchange Offer. We have chosen that
timing because our organizational documents contemplate that the
2/9ths Distributable Tontine Redeemable Warrants would be shared
only among existing shareholders, and not among the holders of our
public warrants who would become shareholders through the Warrant
Exchange Offer. The Distributable Tontine Redeemable Warrants will
not be issued until after we close the Warrant Exchange Offer, so
they cannot be exchanged as part of that offer. The 44,444,444
Distributable Tontine Redeemable Warrants we will distribute, along
with any of the 22,222,222 currently outstanding Distributable
Redeemable Warrants that are not exchanged in the Warrant Exchange
Offer, will remain outstanding with a strike price adjusted to take
into account the Distribution of UMG shares.
- SPARC Warrants Please see the section entitled “(3) SPARC”
under “Transactions Summary” above for a description of the SPARC
Warrants.
- Forward Purchase Agreements Shortly before we acquire the UMG
shares, the Pershing Square Funds will purchase PSTH units pursuant
to the Forward Purchase Agreements we entered into at the time of
our IPO. As in the IPO, the purchase price for each unit is $20 and
consists of one share and one-third of a warrant. The number of
units purchased will depend on the amount needed to ensure that
PSTH has at least $1.0 billion in cash and marketable securities
remaining following the completion of the Redemption Tender Offer
and the closing of the purchase of the UMG shares, pursuant to the
terms of our agreement with Vivendi. One-third of the warrants
issued on exercise of the Forward Purchase Agreements (analogous to
the 22,222,222 Distributable Redeemable Warrants currently
outstanding) will be exchanged for shares at the same exchange
ratio that was used in the Warrant Tender Offer. The shares issued
on exercise of the Forward Purchase Agreements (and the shares
issued on exchange of 1/3rd of the warrants) will also be deemed to
have been outstanding on the record date we use to determine the
shareholders eligible to participate in the Distribution. The
treatment described in the two paragraphs above places the Pershing
Square Fund in the same position in respect of the units issued
thereunder as an investor who acquired a unit in PSTH’s IPO and
participated in the Warrant Exchange Offer. Following its exercise,
the Forward Purchase Agreements will be amended to provide that the
approximately $1.4 billion unused portion of the Forward Purchase
Agreement will be made available at the option of the Pershing
Square Funds to RemainCo to be used in connection with RemainCo’s
acquisition of an operating business. The RemainCo Forward Purchase
Agreement, if funded, will occur at a per-share price equal to our
net asset value per share at the time RemainCo completes its future
business combination with an operating business.
- What is a registered distribution? A registered distribution is
a transaction in which shares are transferred pursuant to an
effective registration statement filed with the SEC. The
distribution of UMG shares to our shareholders will be made
pursuant to an effective registration statement which UMG is
required to file pursuant to a Registration Rights Agreement
between PSTH and UMG.
- Director and Sponsor Warrants The Sponsor Warrants will not be
exercised or otherwise participate in the Transactions. Instead,
they will remain in place, but the exercise price will be adjusted
to equal 120% of RemainCo’s net asset value immediately prior to
the time it completes its business combination with an operating
business. The Director Warrants will not be exercised in connection
with the Transactions. Instead, (i) the holders of the Director
Warrants will receive shares in PSTH in exchange for 72% of the
fair market value of the Director Warrants (as determined by a
third-party valuation firm), to compensate for the fact that they
will not participate in the Transactions as originally envisioned,
(ii) such shares will participate in the Distribution and (iii) the
remaining 28% of the value of the Director Warrants will remain in
place with their exercise price adjusted in the same manner as the
exercise price of the Sponsor Warrants as explained above.
Conditions to the Transactions
The closing of PSTH’s purchase of the UMG shares, which has been
approved by the boards of directors of both PSTH and Vivendi, is
subject to (i) a condition in favor of PSTH, that the aggregate
redemption price of all Class A Common Stock paid upon completion
of the Redemption Tender Offer does not exceed $1 billion in the
aggregate, (ii) a condition in favor of Vivendi that its
shareholders approve Vivendi’s distribution of 60% of UMG’s share
capital and the admission to trading of UMG’s ordinary shares on
the regulated markets of Euronext Amsterdam at Vivendi’s General
Shareholders’ Meeting convened for June 22, 2021, (iii) a
requirement that PSTH certifies to Vivendi that RemainCo will hold
at least $1 billion of cash and marketable securities following the
Redemption Tender Offer and closing of the purchase of the UMG
shares and (iv) other customary closing conditions.
The closing of the Offers will be subject to the closing
conditions set out in the applicable Offer document.
The Distribution of UMG shares is subject to a registration
statement covering the Distribution having been declared effective
by the SEC under the Securities Act of 1933.
Advisors
Perella Weinberg Partners acted as exclusive financial advisor
to the PSTH Board of Directors.
Sullivan & Cromwell LLP and Cadwalader, Wickersham &
Taft LLP, acted as legal advisors to PSTH.
Cabinet Bompoint and Cleary Gottlieb Steen & Hamilton LLP
acted as legal advisors to Vivendi.
Freshfields Bruckhaus Deringer LLP acted as legal advisor to
UMG.
About Pershing Square Tontine Holdings, Ltd.
Pershing Square Tontine Holdings, Ltd., a Delaware corporation,
is a blank check company formed for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with a private
company. PSTH is sponsored by Pershing Square TH Sponsor, LLC (the
“Sponsor”), an affiliate of Pershing
Square Capital Management, L.P., a registered investment advisor
with approximately $14 billion of assets under management.
www.PSTontine.com
Important Additional Information and Where to Find It
This press release does not constitute an offer to sell or buy
or the solicitation of an offer to buy or sell any securities.
The proposed Transactions described in this press release have
not yet commenced, may proceed on materially different terms and
may not occur at all. This communication is for informational
purposes only. This communication is not a recommendation to buy,
sell or exchange any securities, and it is neither an offer to
purchase nor a solicitation of an offer to sell securities. The
Redemption Tender Offer and the Warrant Exchange Offer (together,
the “Offers”) will only be made
pursuant to offers to purchase or exchange, letters of transmittal
and related materials that will be filed with the applicable
Schedule TO on the commencement date of each Offer. PSTH
shareholders and warrant holders should read those materials
carefully because they will contain important information,
including the various terms of, and conditions to, the Offers. PSTH
shareholders and warrant holders will be able to obtain free copies
of those materials as well as the other documents that PSTH and
SPARC will be filing with the SEC, which will contain important
information about PSTH, SPARC, the Offers and the proposed
Transactions, at the SEC’s website at www.sec.gov.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed Transactions, including statements regarding the
benefits of the Transactions, the anticipated timing of the
proposed Transactions, the services offered by UMG and the markets
in which it operates. These forward-looking statements generally
are identified by the words "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," "will be,"
"will continue," "will likely result," and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
release, including but not limited to: (i) the risk that the
proposed Transactions may not be completed in a timely manner or at
all, or may be completed on terms materially different from those
described herein, which may adversely affect the price of PSTH’s
securities, (ii) the risk that the proposed Transactions may not be
completed by PSTH’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by PSTH, (iii) the failure to satisfy the conditions to
the consummation of any aspect of the proposed Transactions, (iv)
the lack of a third party valuation in determining whether or not
to pursue the proposed Transactions, (v) the occurrence of any
event, change or other circumstance that could give rise to the
proposed Transactions not occurring, (vi) the effect of the
announcement or pendency of the proposed Transactions on UMG’s
business relationships, performance, and business generally, (vii)
the outcome of any legal proceedings that may be instituted against
PSTH, SPARC, Vivendi, UMG or their respective directors or officers
related announcement of the proposed Transactions, (viii) the
amount of the costs, fees, expenses and other charges related to
the proposed Transactions, (ix) the ability to maintain the listing
of PSTH’s securities on NYSE or list on Nasdaq, (x) the price of
PSTH’s securities may be volatile due to a variety of factors which
may also include changes in UMG’s business and operations and in
performance across its competitors, changes in laws and regulations
affecting UMG’s business and changes in its capital structure as a
result of the proposed Transactions and its contemplated public
listing, (xi) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
Transactions, and identify and realize additional opportunities,
(xii) the amount of PSTH shares redeemed by PSTH’s public
shareholders in the Redemption Tender Offer or the number of
warrants exchanged and PSTH shares issued in the Warrant Exchange
Offer, (xiii) possible variances between the historical financial
information UMG presents and its future financial statements, when
they become available, (xiv) potential material differences between
the terms of SPARC described herein and those ultimately offered to
investors or the SEC failing to declare the registration statement
in respect of SPARC’s securities effective or the NYSE or Nasdaq
listing the securities or either the SEC or the applicable stock
exchange imposing conditions that would prevent SPARC from
operating in the manner intended and (xv) the impact of the global
COVID-19 pandemic on any of the foregoing.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the
registration statements for the Distribution and the SPARC rights
offering that will be filed with the SEC in respect of the proposed
Transactions. Those filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and PSTH assumes no obligation and does
not intend to update or revise these forward-looking statements,
whether as a result of new information, future events, or
otherwise. PSTH does not give any assurance that PSTH will achieve
its expectations or that the proposed Transactions will occur at
all. The inclusion of any statement in this press release does not
constitute an admission by PSTH or any other person that the events
or circumstances described in such statement are material.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210620005239/en/
Media Contact: Fran McGill 212-909-2455
McGill@persq.com
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Pershing Square Tontine (NYSE:PSTH)
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