Pershing Square Tontine Holdings, Ltd. Provides Investor Update
June 25 2021 - 5:55PM
Business Wire
Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) today
released a replay of its June 23rd presentation, Music is
Universal, on its website www.PSTontine.com. The associated slide
deck, transcript, FAQ and transcript of the Universal Music Group
video that preceded the presentation are also available on the
website.
In addition, PSTH has been notified by Pershing Square SPARC
Holdings, Ltd. (“SPARC”) that SPARC today filed confidentially an
S-1 registration statement that includes a preliminary prospectus
with the Securities and Exchange Commission.
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 the slide deck, transcript, FAQ
and transcript of the Universal Music Group (“UMG”) video that
preceded the investor presentation referenced herein have not yet
commenced, may proceed on materially different terms and may not
occur at all. This press release is for informational purposes
only. This press release 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, as described in the
materials referenced herein, (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
Special Purpose Rights Acquisition Company (“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 Universal Music
Group B.V. (“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 of the UMG shares 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210625005496/en/
Fran McGill 212-909-2455 McGill@persq.com
Pershing Square Tontine (NYSE:PSTH)
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