24 Sep 2019 07:00
For immediate release
J2 ACQUISITION LIMITED
(the "Company")
24 September 2019
ANTICIPATED 1 OCTOBER 2019 COMPLETION DATE OF ACQUISITION OF APi GROUP, INC.
AND
WARRANT FINANCING CONSENT SOLICITATION UPDATE
The Company announced on 3 September 2019 that it had entered into an agreement to acquire APi Group, Inc., for approximately $2.9 billion (the "Transaction"). The Company today announces that the completion of the Transaction is presently anticipated to occur on 1 October 2019, or as promptly as practicable thereafter upon the satisfaction of any remaining closing conditions.
In addition, the Company announced on 3 September 2019 that it despatched a warrant consent solicitation memorandum to holders of its warrants seeking from those warrantholders, a commitment to exercise their warrants at a reduced exercise price of US$10.25 (the "Warrant Financing") and their consent to shorten, conditional upon the consummation of the Transaction, the subscription period of the warrants to expire upon the consummation of the Transaction (subject to certain limited exceptions) (the "Warrant Consent Solicitation").
The Company today announces that it has closed the Warrant Consent Solicitation. All warrantholders who committed to participate in the Warrant Financing are requested to immediately instruct their broker/nominee to cause the exercise of all Company warrants beneficially owned by them and/or their affiliates on or before 26 September 2019. The final date for receipt by the Company's agent, Computershare, of subscription funds from warrantholders who are exercising their warrants is 9:00 am New York time / 2:00 pm London time on 26 September 2019. The ordinary shares issued upon exercise of the warrants are expected to be allotted immediately prior to the consummation of the Transaction. All unexercised warrants will remain outstanding following the closing of the Transaction on their original terms.
Warrantholders and their agents may contact the Company's agent, Computershare, on +44 (0) 370 702 0000 with any questions regarding their warrant exercise and remittance of subscription funds.
Further updates regarding completion of the Transaction will be made as appropriate.
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Distribution Restrictions
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. This announcement does not constitute or contemplate an invitation to participate in the warranting financing and/or the consent solicitation in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.