Gores Holdings V Announces Planned Transfer of Listing to NYSE in Connection With Its Proposed Business Combination With Ardagh Metal Packaging
Gores Holdings V (NASDAQ: GRSV, GRSVU, GRSVW) announced plans to delist its shares from Nasdaq upon closing its merger with Ardagh Metal Packaging S.A. (AMPSA). The shares and warrants of AMPSA will begin trading on the NYSE as "AMBP" and "AMBPW" after the merger. The delisting from Nasdaq is part of the business combination strategy. Stockholders are advised to review the definitive proxy statement for essential information regarding the merger. The NYSE listing is contingent upon fulfilling all listing requirements and closing conditions.
- Planned transition to NYSE could enhance visibility and trading volume for AMPSA.
- Merger with AMPSA expected to provide strategic growth opportunities.
- Delisting from Nasdaq may lead to reduced market liquidity.
- Completion risks associated with the business combination could affect stock performance.
Gores Holdings V, Inc. (“Gores Holdings V” or the “Company”) (NASDAQ: GRSV, GRSVU and GRSVW) announced today that, as contemplated by its previously announced business combination (the “Business Combination”) with Ardagh Metal Packaging S.A. (“AMPSA”) and the contemplated listing of AMPSA’s shares and warrants on the New York Stock Exchange (“NYSE”) in connection with and subject to the closing of the Business Combination, it intends to voluntarily remove the listing of its shares of common stock, warrants and units from The Nasdaq Capital Market ("Nasdaq"). As previously announced, the Company expects AMPSA’s shares and warrants to commence trading on the NYSE the day after the closing of the Business Combination under the symbols "AMBP" and "AMBPW," respectively. GRSV's Class A common stock, warrants and units will continue to trade on Nasdaq until the closing of the Business Combination.
The decision to list AMPSA’s shares and warrants on the NYSE was made as part of the Business Combination. At the closing of the Business Combination, GRSV will delist its units, shares of common stock and warrants from Nasdaq. The NYSE listing and Nasdaq delisting are subject to the closing of the Business Combination and fulfillment of all NYSE listing requirements.
Additional Information about the Transactions and Where to Find It
In connection with the proposed transactions contemplated by the Business Combination Agreement, (i) AMPSA filed the Registration Statement which the SEC has declared effective and (ii) the Company filed the definitive proxy statement and mailed the definitive proxy statement and other relevant documents to its stockholders. The definitive proxy statement contains important information about the proposed Business Combination and other matters to be voted upon at a meeting of the Company’s stockholders to be held to approve the proposed Business Combination contemplated by the Business Combination Agreement and other matters. Before making any voting or other investment decision, investors and security holders of the Company are urged to read the definitive proxy statement and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Business Combination as they become available because they will contain important information about the Company, AMPSA and the proposed Business Combination.
Company investors and securityholders are able to obtain free copies of the Registration Statement and the definitive proxy statement and all other relevant documents filed or that will be filed with the SEC by the Company or AMPSA through the website maintained by the SEC at www.sec.gov, or by directing a request to Gores Holdings V, Inc., 9800 Wilshire Boulevard, Beverly Hills, CA 90212, attention: Jennifer Kwon Chou or by contacting Morrow Sodali LLC, the Company’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
Participants in Solicitation
This press release is not a solicitation of a proxy from any investor or securityholder. The Company, Ardagh Group S.A. (“AGSA”) and AMPSA and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed Business Combination. Information about the Company’s directors and executive officers and their ownership of the Company’s securities is set forth in the Company’s filings with the SEC, and information about AGSA’s and AMPSA’s directors and executive officers is or will be set forth in their respective filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed Business Combination may be obtained by reading the definitive proxy statement regarding the proposed Business Combination. You may obtain free copies of these documents as described in the preceding paragraph.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination, including statements regarding the benefits of the proposed Business Combination, the anticipated timing of the proposed Business Combination, the services or products offered by AGSA or AMPSA and the markets in which AGSA or AMPSA operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and the Company’s, AGSA’s or AMPSA’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or 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 press release, including but not limited to: (i) the risk that the proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s, AGSA’s or AMPSA’s securities; (ii) the risk that the proposed Business Combination may not be completed by the Company’s Business Combination deadline and the potential failure to obtain an extension of the Business Combination deadline if sought by the Company; (iii) the failure to satisfy the conditions to the consummation of the proposed Business Combination, including the approval of the proposed Business Combination by the Company’s stockholders, and the satisfaction of the minimum trust account amount following redemptions by the Company’s public stockholders; (iv) the effect of the announcement or pendency of the proposed Business Combination on AGSA’s or AMPSA’s business relationships, performance, and business generally; (v) risks that the proposed Business Combination disrupts current plans of AGSA or AMPSA and potential difficulties in AGSA or AMPSA employee retention as a result of the proposed Business Combination; (vi) the outcome of any legal proceedings that may be instituted against the Company, AGSA or AMPSA related to the proposed Business Combination; (vii) the ability to maintain, prior to the closing of the proposed Business Combination, the listing of the Company’s securities on the NASDAQ, and, following the closing of the proposed Business Combination, AMPSA’s shares on the NYSE; (viii) the price of the Company’s securities prior to the closing of the proposed Business Combination, and AMPSA’s shares after the closing of the proposed Business Combination, including as a result of volatility resulting from changes in the competitive and highly regulated industries in which AMPSA plans to operate, variations in performance across competitors, changes in laws and regulations affecting AMPSA’s business and changes in the combined capital structure; and (ix) AMPSA’s ability to implement business plans, forecasts, and other expectations after the closing of the proposed Business Combination, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the definitive proxy statement, including those under “Risk Factors” therein, and other documents filed by the Company, AGSA or AMPSA from time to time with the SEC. These filings identify and address (or will 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 the Company, AGSA and AMPSA assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the Company, AGSA or AMPSA gives any assurance that either the Company or AMPSA will achieve its expectations.
Disclaimer
This press release relates to the proposed Business Combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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FAQ
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