TIDMPSH
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) (the
"Company") today notes that Pershing Square Tontine Holdings, Ltd.
(NYSE:PSTH) issued the following press release announcing it has
entered into a definitive agreement with Vivendi S.E. pursuant to
which PSTH will acquire 10% of the outstanding Ordinary Shares of
Universal Music Group for approximately $4 billion. The Pershing
Square Funds will exercise approximately $1.6 billion (91% of which
is allocated to PSH) of the Forward Purchase Agreements as part of
the transaction.
On 23 June 2021 at 8:15 AM EDT, Universal Music Group will
present a 22-minute, live-streamed video presentation prepared for
PSTH shareholders about the company. The live stream will be
accessible to PSTH shareholders here. A transcript of the video
will be made available to the general public on the Universal Music
Group website following the live stream.
Following the UMG video presentation on the same day, 23 June
2021 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 all investors and the
general public. The live stream of the presentation will be
available here, and will be simulcast in French, Japanese,
Mandarin, Cantonese, German, Italian, Spanish, Portuguese, Arabic,
and Russian, made possible by KUDO.
Pershing Square Tontine Holdings, Ltd. ("PSTH") to Acquire 10%
of the Ordinary Shares of Universal Music Group ("UMG") from
Vivendi S.E. for Approximately $4 billion, Representing an
Enterprise Value of EUR35 Billion
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
NEW YORK -- 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 23(rd) , 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 EUR8.0 billion and operating
profit of EUR1.5 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:
1. PSTH will buy 10% of the outstanding Ordinary Shares of UMG and
thereafter these shares will be distributed to PSTH shareholders.
2. 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.
3. 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
23(rd) 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 Offer(1) 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 date(4) 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
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. SPARC Warrants
Please see the section entitled "(3) SPARC" under "Transactions
Summary" above for a description of the SPARC Warrants.
7. 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 1/3(rd) 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.
8. 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.
9. 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.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an
investment holding company structured as a closed-ended fund that
makes concentrated investments principally in North American
domiciled companies.
Media Contact
Camarco
Ed Gascoigne-Pees / Hazel Stevenson +44 020 3757 4989,
media-pershingsquareholdings@camarco.co.uk
Category: (PSH:Investments)
This announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210620005241/en/
CONTACT:
Pershing Square Holdings, Ltd.
SOURCE: Pershing Square Holdings, Ltd.
Copyright Business Wire 2021
(END) Dow Jones Newswires
June 21, 2021 02:00 ET (06:00 GMT)
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