Foley Trasimene Acquisition Corp. (NYSE: WPF, WPF WS) (“FTAC” or
“Foley Trasimene”) announced that, at the special meeting of Foley
Trasimene stockholders held today, FTAC’s stockholders voted to
adopt the Business Combination Agreement for Foley Trasimene’s
proposed business combination (the “Business Combination”) with
Alight Solutions (“Alight”) and approved all other stockholder
proposals in connection with the Business Combination.
FTAC will deliver at least $2.68 billion of capital at the
closing of the Business Combination, positioning the combined
company to substantially deleverage and providing flexibility for
Alight to pursue M&A and other strategic investments going
forward. The Foley Trasimene / Alight merger represents the second
largest completed common equity raise in a SPAC transaction over
the past several years.
In addition, Foley Trasimene announced today that the deadline
for stockholders to withdraw any election to have their shares
redeemed in connection with the Business Combination will be 4:00
pm Eastern Time on Thursday, July 1, 2021. Stockholders who wish to
withdraw a redemption request should contact FTAC’s transfer agent,
Continental Stock Transfer & Trust Company, by email at
mzimkind@continentalstock.com.
Foley Trasimene also announced today that its sponsors intend to
acquire up to approximately 5.6 million shares that were previously
submitted for redemption. As of the redemption deadline at 5:00 pm
Eastern Time on June 28, 2021, Foley Trasimene stockholders had
elected to redeem 19,865,644 shares in connection with the
completion of the Business Combination, resulting in over $835
million being available from FTAC’s trust account. Combined with
$1.85 billion in outstanding financing commitments, including a
$400 million combined investment from Cannae Holdings LLC, FTAC
will deliver at least $2.68 billion of capital at the closing of
the Business Combination.
The completion of the Business Combination is expected to occur
on Friday, July 2, 2021, subject to the satisfaction or waiver of
customary closing conditions. Following the completion of the
Business Combination, the newly combined company will operate as
Alight, Inc. Alight, Inc.’s Class A common stock and warrants will
trade on the New York Stock Exchange (NYSE) under the symbols
“ALIT” and “ALIT WS”, respectively, and are expected to start
trading on Tuesday, July 6, 2021.
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.
Forward-Looking Statements
This press release 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 Tempo Holding
Company, LLC’s (“Alight”) 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 as well as in the registration statement on
Form S-4 (File No. 333-254801, as it may be amended or supplemented
from time to time) filed with the SEC by Alight, Inc. and 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210630005730/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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