NEW YORK–(BUSINESS WIRE)–One Madison Corporation (NYSE:OMAD, OMAD.U, OMAD.WS) (the “Company”)
today announced, in connection with its previously announced business
combination (the “Ranpak Business Combination”) with Rack Holdings Inc.
and Ranpak Corp., that:
-
The Company has entered into an agreement with One Madison Group LLC
(the “Sponsor”) that subjects 100% of the Sponsor-owned Class B
ordinary shares (the “Founder Shares”), to an earn-out provision, with
50% of the Founder Shares held by the Sponsor, or 3,397,500 Founder
Shares, subject to a $15.00 threshold and 50% of the Founder Shares
held by the Sponsor, or 3,397,500 Founder Shares, subject to a $17.00
threshold; -
The Company has entered into an agreement with its anchor investors
that subjects all 3,750,000 Founder Shares held by the anchor
investors to a $12.50 earn-out condition; and -
The Company has entered into a subscription agreement with a new
institutional investor for the sale of Class A ordinary shares, at a
purchase price of $10.26 per share, in a private placement which will
result in aggregate gross proceeds of approximately $20 million; and -
The Company intends to extend the deadline for the Company’s
shareholders to exercise their redemption rights to 5:00 p.m., Eastern
Time on May 23, 2019, and adjourn its announced Extraordinary General
Meeting of shareholders until May 28, 2019.
Upon the consummation of the business combination with Ranpak, the
Company intends to change its name to “Ranpak Holdings Corp.,” and apply
for the continued listing on the NYSE of its Class A common stock and
warrants under the symbols “PACK” and “PACK.WS,” respectively.
About One Madison Corp.
One Madison Corp. is a special purpose acquisition company launched in
2018 for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. One Madison began trading on
NYSE in January 2018 and its Class A ordinary shares, units and warrants
trade under the ticker symbols OMAD, OMAD.U, and OMAD.WS, respectively.
One Madison is sponsored by One Madison Group LLC, an investment firm
founded by Omar Asali, formerly President and Chief Executive Officer of
HRG Group. One Madison’s investors and strategic partners include JS
Capital and Soros Capital (the family offices of Jonathan Soros and
Robert Soros, respectively), as well as entities managed by Blackstone
Alternative Solutions L.L.C. On December 12, 2018, One Madison entered
into a definitive agreement with affiliates of Rhône Capital, pursuant
to which One Madison will combine with Ranpak.
About Ranpak Corp.
Founded in 1972, Ranpak’s goal was to create the first environmentally
responsible system to effectively protect products during shipment. The
development and improvement of materials, systems and total solution
concepts have earned Ranpak a reputation as an innovative leader in
e-commerce and industrial supply chain solutions. Ranpak is
headquartered in Concord Township, Ohio and has approximately 550
employees.
Caution About Forward-Looking Statements
The information in this press release may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of
1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our
forward-looking statements include, but are not limited to, statements
regarding our or our management team’s expectations, hopes, beliefs,
intentions or strategies regarding the future. Statements that are not
historical facts, including statements about the pending transaction
among One Madison Corporation (the “Company”), Rack Holdings L.P. and
Rack Holdings Inc. (“Ranpak”) and the transactions contemplated thereby,
and the parties, perspectives and expectations, are forward-looking
statements. In addition, any statements that refer to estimates,
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would” and
similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this press release may
include, for example, statements about: our ability to complete our
initial business combination; our expectations around the performance of
the prospective target business or business; our success in retaining or
recruiting, or changes required in, our officers, key employees or
directors following our initial business combination; our officers and
directors allocating their time to other businesses and potentially
having conflicts of interest with our business or in approving our
initial business combination; the proceeds of the forward purchase
shares being available to us; our potential ability to obtain additional
financing to complete our initial business combination; our public
securities’ potential liquidity and trading; the lack of a market for
our securities; the use of proceeds not held in the trust account or
available to us from interest income on the trust account balance; the
trust account not being subject to claims of third parties; or our
financial performance following this offering.
The forward-looking statements contained in this press release are based
on our current expectations and beliefs concerning future developments
and their potential effects on us taking into account information
currently available to us. There can be no assurance that future
developments affecting us will be those that we have anticipated. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may
cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These
risks include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could result in the failure to
consummate the initial business combination; (2) the possibility that
the terms and conditions set forth in any definitive agreements with
respect to the initial business combination may differ materially from
the terms and conditions set forth herein; (3) the outcome of any legal
proceedings that may be instituted against the Company, Ranpak or others
following the announcement of the initial business combination and any
definitive agreements with respect thereto; (4) the inability to
complete the initial business combination due to the failure to obtain
approval of the stockholders of the Company, to obtain financing to
complete the initial business combination or to satisfy other conditions
to closing in the definitive agreements with respect to the initial
business combination; (5) changes to the proposed structure of the
initial business combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the initial business combination; (6) the ability
to meet and maintain NYSE’s listing standards following the consummation
of the initial business combination; (7) the risk that the initial
business combination disrupts current plans and operations of Ranpak as
a result of the announcement and consummation of the initial business
combination; (8) costs related to the initial business combination; (9)
changes in applicable laws or regulations; (10) the possibility that
Ranpak or the Company may be adversely affected by other economic,
business, and/or competitive factors; and (11) other risks and
uncertainties indicated from time to time in filings made with the SEC.
Should one or more of these risks or uncertainties materialize, they
could cause our actual results to differ materially from the
forward-looking statements. We are not undertaking any obligation to
update or revise any forward looking statements whether as a result of
new information, future events or otherwise. You should not take any
statement regarding past trends or activities as a representation that
the trends or activities will continue in the future. Accordingly, you
should not put undue reliance on these statements.
No Offer or Solicitation
This press release is for informational purposes only and shall not
constitute an offer to sell or the solicitation of an offer to buy any
securities pursuant to the proposed business combination or otherwise,
nor shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Additional Information
In connection with the proposed acquisition, One Madison filed a
registration statement on Form S-4 (File No. 333-230030) (the
“Registration Statement”) with the Securities and Exchange Commission
(the “SEC”), which includes a proxy statement/prospectus, that is both
the proxy statement to be distributed to holders of the Company’s
ordinary shares in connection with the Company’s solicitation of proxies
for the vote by the Company’s shareholders with respect to the business
combination and other matters as described in the Registration
Statement, as well as the prospectus relating to the offer of the
securities to be issued to the Company’s equityholders in connection
with the Company’s proposed domestication as a Delaware corporation in
connection with the completion of the business combination. The
Registration Statement was declared effective on May 2, 2019 and the
definitive proxy statement/prospectus and other relevant documents have
been mailed to One Madison’s shareholders as of May 6, 2019, the record
date for the extraordinary general meeting of One Madison to be held in
connection with the business combination. One Madison’s shareholders and
other interested persons are advised to read the definitive proxy
statement/prospectus included in the Registration Statement as these
materials contain important information about One Madison, Ranpak and
the business combination. Stockholders may obtain a free copy of the
proxy statement/prospectus (when available) and any other relevant
documents filed with the SEC from the SEC’s website at http://www.sec.gov.
In addition, stockholders will be able to obtain, without charge, a copy
of the proxy statement/prospectus and other relevant documents (when
available) at One Madison’s website at http://www.onemadisoncorp.com/corporate-governance–investor-relations.html
or by contacting One Madison’s investor relations department via e-mail
at [email protected].
Participants in the Solicitation
One Madison and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from One Madison’s stockholders with respect to
the proposed acquisition. Information about One Madison’s directors and
executive officers and their ownership of One Madison’s common stock is
set forth in One Madison’s filings with the SEC, including (i) the
Annual Report on Form 10-K for the fiscal year ended December 31, 2018,
which was filed on February 28, 2019 and (ii) the Proxy Statement and
Prospectus each filed on May 2, 2019. Stockholders may obtain additional
information regarding the direct and indirect interests of the
participants in the solicitation of proxies in connection with the
proposed acquisition, including the interests of One Madison’s directors
and executive officers in the proposed acquisition, which may be
different than those of One Madison’s stockholders generally, by reading
the proxy statement/prospectus and other relevant documents regarding
the proposed acquisition, which will be filed with the SEC.
Contacts
Media
Sard Verbinnen & Co.
David Millar/Julie Casale
212-687-8080
