Special Meeting of Stockholders Scheduled for
June 30, 2021
Foley Trasimene Acquisition Corp. (NYSE: WPF, WPF WS) (“FTAC”,
“Foley Trasimene”, or the “Company”), a special purpose acquisition
company, today announced that it has set June 30, 2021 as the
meeting date for the special meeting of stockholders (the "Special
Meeting") to, among other things, approve the proposed business
combination (the "Business Combination") with Alight Solutions
("Alight"). If the Business Combination is approved by Foley
Trasimene stockholders, closing is expected to occur shortly
following the Special Meeting, subject to the satisfaction or
waiver of the remaining conditions in the Business Combination
Agreement.
The Company also announced that the U.S. Securities and Exchange
Commission (the "SEC") has declared effective its Registration
Statement on Form S-4 (as amended, the "Registration Statement") as
of June 3, 2021, which includes a definitive proxy
statement/prospectus/consent solicitation statement (the "Proxy
Statement") for the Special Meeting. Foley Trasimene will
distribute the Proxy Statement and proxy card to its stockholders
of record as of May 25, 2021, the Record Date for the Special
Meeting (the "Record Date"). Following the closing of the Business
Combination, the shares of Class A common stock and warrants of the
combined company are expected to trade on the New York Stock
Exchange under the new ticker symbols 'ALIT' and "ALIT.WS",
respectively.
William P. Foley II, Founder and Chairman of Foley Trasimene,
commented, “I believe investors will recognize that Alight will
become the mission critical platform for engagement between
employers and employees on important benefits issues: health,
wealth and payroll. The effectiveness of our registration statement
enables us to begin to tell the Alight story, and we are
enthusiastic about doing so."
A link to the Proxy Statement is available under the "Investor
Info" section of Foley Trasimene’s website at
https://investor.foleytrasimene.com/investor-info. The Proxy
Statement can also be viewed on the SEC's website at www.sec.gov,
filed under Foley Trasimene Acquisition Corp.
Due to various travel and other restrictions in place with the
COVID-19 pandemic, the Special Meeting will be held virtually live
via webcast and FTAC stockholders of record can attend the Special
Meeting using the virtual meeting instructions set forth in the
Proxy Statement and enclosed proxy card. If any FTAC stockholder
has questions, needs assistance in voting their shares or does not
receive the Proxy Statement, that stockholder should contact their
broker or Morrow Sodali LLC, FTAC’s proxy solicitor, at (800)
662-5200 or by emailing WPF.info@investor.morrowsodali.com.
About Foley Trasimene Acquisition Corp.
Foley Trasimene Acquisition Corp. is a blank check company whose
business purpose is to effect a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses or entities. For
more information please visit https://www.foleytrasimene.com/.
About Alight Solutions
With an unwavering belief that a company’s success starts with
its people, Alight Solutions is a leading cloud-based provider of
integrated digital human capital and business solutions. Leveraging
proprietary AI and data analytics, Alight optimizes business
process as a service (BPaaS) to deliver superior outcomes for
employees and employers across a comprehensive portfolio of
services. Alight allows employees to enrich their health, wealth
and work while enabling global organizations to achieve a
high-performance culture. Alight’s 15,000 dedicated colleagues
serve more than 30 million employees and family members. Learn how
Alight helps organizations of all sizes, including over 70% of the
Fortune 100 at alight.com.
Additional Information about the Business Combination and
Where to Find It
In connection with the proposed business combination, a
registration statement on Form S-4 (File No. 333-254801, as it may
be amended or supplemented from time to time, the “Form S-4”) has
been filed by Alight, Inc., a Delaware corporation (“Alight
Pubco”), with the SEC. The Form S-4 includes a proxy statement to
be distributed to holders of Foley Trasimene’s common stock in
connection with Foley Trasimene’s solicitation of proxies for the
vote by Foley Trasimene’s stockholders in connection with the
proposed business combination and other matters as described in the
Form S-4 and consent solicitation statements to be distributed to
certain direct and indirect holders of Alight, as well as a
prospectus of Alight Pubco relating to the offer of the securities
to be issued in connection with the completion of the business
combination. The Form S-4 was declared effective by the SEC on June
3, 2021, and on June 4, 2021, Foley Trasimene filed its definitive
proxy statement and Alight Pubco filed its definitive prospectus
with the SEC. Foley Trasimene will commence mailing of the
definitive proxy statement to Foley Trasimene’s stockholders on or
about June 4, 2021. Each of Foley Trasimene and Alight Pubco will
also file other relevant documents with the SEC regarding the
proposed business combination. This document is not a substitute
for the Form S-4, the definitive proxy statement, the definitive
prospectus, or any other document that Foley Trasimene or Alight
Pubco may file with the SEC. Foley Trasimene, Alight Pubco and
Alight urge investors, stockholders and other interested persons to
read the Form S-4, including the proxy statement/consent
solicitation statement/prospectus that forms a part thereof, as
well as other documents filed with the SEC in connection with the
proposed business combination, as these materials contain important
information about Alight Pubco, Foley Trasimene, and the proposed
business combination. Such persons can also read Foley Trasimene’s
Annual Report on Form 10-K/A filed with the SEC on April 29, 2021
(the “FTAC Annual Report”) for additional information about Foley
Trasimene, including a description of the security holdings of
Foley Trasimene’s officers and directors and their respective
interests as security holders in the consummation of the proposed
business combination. Stockholders will also be able to obtain
copies of such documents, without charge, once available, at the
SEC’s website at www.sec.gov, or by directing a request to: Foley
Trasimene Acquisition Corp., 1701 Village Center Circle, Las Vegas,
NV 89134, or (702) 323-7330.
Participants in the Solicitation
Foley Trasimene and Alight and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Foley Trasimene’s stockholders in
connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests of Foley Trasimene’s directors
and executive officers in the FTAC Annual Report. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of Foley Trasimene’s
stockholders in connection with the proposed business combination
will be set forth in the definitive proxy
statement/prospectus/consent solicitation statement for the
proposed business combination when available. Information
concerning the interests of Foley Trasimene’s and Alight’s
participants in the solicitation, which may, in some cases, be
different than those of Foley Trasimene’s and Alight’s equity
holders generally, will be set forth in the definitive proxy
statement/prospectus/consent solicitation statement relating to the
proposed business combination when it becomes available.
Forward-Looking Statements
This communication includes certain “forward-looking statements”
that 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. Foley Trasimene’s and Alight’s actual
results may differ from their expectations, estimates, and
projections and, consequently, you should not rely on these
forward-looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions (or the negative versions of such words or expressions)
are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Foley
Trasimene’s and Alight’s expectations with respect to future
performance and anticipated financial impacts of the proposed
business combination, the satisfaction or waiver of the closing
conditions to the proposed business combination, and the timing of
the completion of the proposed business combination. These
forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially, and potentially adversely, from those expressed or
implied in the forward-looking statements. Most of these factors
are outside Foley Trasimene’s and Alight’s control and are
difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change, or other circumstances that could give rise to the
termination of the definitive business combination agreement (the
“Agreement”); (2) the outcome of any legal proceedings that may be
instituted against Foley Trasimene and/or Alight following the
announcement of the Agreement and the transactions contemplated
therein; (3) the inability to complete the proposed business
combination, including due to failure to obtain approval of the
stockholders of Foley Trasimene, certain regulatory approvals, or
satisfy other conditions to closing in the Agreement; (4) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the Agreement or could otherwise
cause the transaction to fail to close; (5) the impact of COVID-19
on Alight’s business and/or the ability of the parties to complete
the proposed business combination; (6) the inability to obtain or
maintain the listing of the combined company’s common stock on the
New York Stock Exchange following the proposed business
combination; (7) the risk that the proposed business combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed business combination;
(8) the ability to recognize the anticipated benefits of the
proposed business combination, which may be affected by, among
other things, competition, the ability of Alight to grow and manage
growth profitably, and retain its key employees; (9) costs related
to the proposed business combination; (10) changes in applicable
laws or regulations; and (11) the possibility that Foley Trasimene
or Alight may be adversely affected by other economic, business,
and/or competitive factors. The foregoing list of factors is not
exclusive. Additional information concerning certain of these and
other risk factors is contained in Foley Trasimene’s most recent
filings with the SEC and will be contained in the Form S-4,
including the definitive proxy statement/prospectus/consent
solicitation statement filed in connection with the proposed
business combination. All subsequent written and oral
forward-looking statements concerning Foley Trasimene or Alight,
the transactions described herein or other matters and attributable
to Foley Trasimene, Alight or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Each of Foley Trasimene and Alight expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in their expectations with respect thereto or
any change in events, conditions, or circumstances on which any
statement is based, except as required by law.
No Offer or Solicitation
This communication is for information purposes only and is not a
proxy statement or solicitation of a proxy, consent, or
authorization with respect to any securities or in respect of the
proposed business combination and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of Foley
Trasimene or Alight, 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 Section 10 of the
Securities Act of 1933, as amended, or exemptions therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210604005341/en/
Foley Trasimene Acquisition Corp.
Investors
Jamie Lillis Solebury Trout +1 203-428-3223
jlillis@soleburytrout.com
Alight
Investors: investor.relations@alight.com 470-638-7400
Media: Jonathan Keehner / Kara Brickman / Haley Salas
Joele Frank, Wilkinson Brimmer Katcher 212-355-4449
Alight-JF@joelefrank.com
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