two and LatAm Logistic Properties, S.A. Announce Effectiveness of Registration Statement on Form F-4 in Connection with Business Combination
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Insights
An upcoming business combination between a special purpose acquisition company (SPAC) and a prominent industrial and logistics real estate firm in Latin America is noteworthy for stakeholders and investors. The involvement of TWOA and LLP in this transaction suggests a strategic expansion, potentially increasing market share and diversifying revenue streams in a region ripe for growth in industrial real estate.
The anticipated listing of the new entity, Pubco, under the ticker symbol 'LPA' on the New York Stock Exchange, signifies a critical juncture that could affect investor confidence and market dynamics. The transition from private to public ownership will likely introduce new capital and governance structures, which could lead to increased scrutiny and expectations from shareholders.
Furthermore, the role of BTG Pactual as a financial advisor and placement agent is a strong endorsement, given their established reputation in financial markets. This could enhance investor perception of the deal's credibility and the future company's financial stability.
The declaration by the SEC regarding the effectiveness of the Registration Statement is a crucial step towards the completion of the Business Combination. This regulatory milestone enables the parties to proceed with shareholder voting, which is a significant hurdle in the SPAC process. The successful merger could lead to an infusion of funds and resources, which, if managed effectively, could result in enhanced operational capabilities and long-term shareholder value.
Investors should closely monitor the outcome of the Extraordinary General Meeting, as the approval of the Business Combination will pave the way for the listing of Pubco's ordinary shares. The share price post-listing will be an immediate indicator of market reception to the deal. Long-term performance will depend on Pubco's ability to leverage the combined assets and expertise to capitalize on market opportunities in the industrial and logistics sector.
The transition from a private to a public entity involves complex legal considerations, including compliance with SEC regulations and corporate governance standards. The effectiveness of the Registration Statement indicates that Pubco has met the necessary legal criteria to move forward. Post-merger, Pubco will need to adhere to heightened transparency and reporting requirements, which can impact operational practices and investor relations.
Shareholders' votes at the Extraordinary General Meeting are not only a legal formality but also reflect the trust and support of the existing investor base. The outcome of these votes will have legal implications for the completion of the Business Combination and the subsequent operations of the new public entity.
LLP Sets Special Meeting Date
ZEPHYR COVE, Nev. and SAN JOSÉ, Costa Rica, March 13, 2024 (GLOBE NEWSWIRE) -- two (NYSE: TWOA) (“TWOA”), a special purpose acquisition company, and LatAm Logistic Properties, S.A. (d/b/a LatAm Logistic Properties) (“LLP”), a leading developer, owner, and manager of institutional quality, Class A industrial and logistics real estate in Central and South America, today announced that the Securities and Exchange Commission (“SEC”) has declared effective the amended registration statement on Form F-4 (the “Registration Statement”) filed by Logistic Properties of the Americas ("Pubco") in connection with LLP and TWOA’s previously announced proposed business combination (the “Business Combination” or the “Transaction”).
Following the close of the Business Combination, LLP and TWOA will merge with newly-formed subsidiaries of Logistic Properties of the Americas, resulting in the formation of a newly-formed holding company (“Pubco”), which will be the publicly traded parent company. The Registration Statement can be accessed on the SEC’s website at www.sec.gov.
TWOA will mail the definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”), which is a part of the Registration Statement, to its shareholders as of the close of business on March 4, 2024 (the “Record Date”). The Proxy Statement/Prospectus will contain a proxy card relating to the extraordinary general meeting of TWOA’s shareholders (the “Extraordinary General Meeting”).
TWOA will hold the Extraordinary General Meeting at which TWOA’s shareholders will be asked to consider and vote upon proposals to approve the Business Combination and related matters. The Extraordinary General Meeting to approve the proposed Business Combination is scheduled to be held on March 25, 2024 at 10:00 am, Eastern Time, at the offices of Ellenoff Grossman & Schole LLP at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. If the proposals at the Extraordinary General Meeting are approved, the parties anticipate that the Business Combination will close and Pubco’s ordinary shares are expected to be listed on the New York Stock Exchange under the new ticker symbol “LPA”, shortly thereafter, subject to the satisfaction or waiver, as applicable, of all other closing conditions.
Every shareholder’s vote is important. To ensure representation at the Extraordinary General Meeting, TWOA shareholders are urged to complete, sign, date and return the proxy card accompanying the Proxy Statement/Prospectus as soon as possible.
Additional details on the proposed Business Combination can be found in the original announcement from August 15, 2023, linked here.
Advisors
BTG Pactual acted as financial advisor to LLP in the business combination and sole placement agent on the PIPE.
About two
two is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. For more information, visit twoaspac.com.
About LatAm Logistic Properties
LatAm Logistic Properties, S.A. is a leading developer, owner, and manager of institutional quality, class A industrial and logistics real estate in Central and South America. LLP’s customers are multinational and regional e-commerce retailers, third-party logistic operators, business-to-business distributors, and retail distribution companies. LLP’s strong customer relationships and insight is expected to enable future growth through the development and acquisition of high-quality, strategically located facilities in its target markets. As of September 30, 2023, LLP consisted of an operating and development portfolio of twenty-eight logistic facilities in Colombia, Peru and Costa Rica totaling more than 650,000 square meters (approximately 7.0 million square feet) of gross leasable area.
Forward-Looking Statements
This press release contains certain forward-looking information with respect to the Business Combination, which may not be included in future public filings or investor guidance. Certain statements in this press release may be considered forward-looking statements within the meaning of federal securities laws. Forward-looking statements include, without limitation, statements about future events or LLP’s, TWOA’s or Pubco’s future financial or operating performance. For example, statements regarding the benefits of the Business Combination, and the anticipated timing of the completion of the Business Combination are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology.
These forward-looking statements regarding future events and the future results of LLP, Pubco and TWOA are based on current expectations, estimates, forecasts, and projections about the industry in which LLP operates, as well as the beliefs and assumptions of LLP’s management. These forward-looking statements are only predictions and are subject to known and unknown risks, uncertainties, assumptions and other factors beyond LLP’s, Pubco’s or TWOA’s control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are neither statements of historical fact nor promises or guarantees of future performance. Therefore, LLP’s and Pubco’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements and LLP, Pubco and TWOA therefore caution against relying on any of these forward-looking statements.
These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by LLP and its management, TWOA and its management, and Pubco and its management, as the case may be, are inherently uncertain and are inherently subject to risks variability and contingencies, many of which are beyond LLP’s, TWOA’s or Pubco’s control. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of any definitive agreements with respect to the Business Combination (the “Business Combination Agreement”); (ii) the outcome of any legal proceedings that may be instituted against LLP, TWOA, Pubco or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain consents and approvals of the shareholders of TWOA, to obtain financing to complete the Business Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) changes to the proposed structure of the 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 Business Combination; (v) LLP’s and Pubco’s ability to manage growth; (vi) the ability to meet stock exchange listing standards in connection with, and following, the consummation of the Business Combination; (vii) the risk that the Business Combination disrupts current plans and operations of LLP as a result of the announcement and consummation of the Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of Pubco or LLP to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (ix) costs related to the Business Combination; (x) changes in applicable laws, regulations, political and economic developments; (xi) the possibility that LLP or Pubco may be adversely affected by other economic, business and/or competitive factors; (xii) LLP’s estimates of expenses and profitability; and (xiii) other risks and uncertainties set forth in the filings by TWOA or Pubco with the SEC. There may be additional risks that neither LLP nor TWOA presently know or that LLP and TWOA currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf of LLP, TWOA or Pubco speak only as of the date they are made. None of LLP, Pubco or TWOA undertakes any obligation to update any forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
LLP, TWOA and Pubco disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this press release and such liability is expressly disclaimed.
Additional Information
This press release 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. In connection with the Business Combination, Pubco has filed with the SEC the Registration Statement, which contains the proxy statement of TWOA and a prospectus of Pubco, and was declared effective by the SEC. This press release does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. LLP’s and TWOA’s shareholders and other interested persons are advised to read the Registration Statement, including the definitive Proxy Statement/Prospectus, any amendments thereto, and any other documents filed in connection with the Business Combination, as these materials contain important information about LLP, TWOA, Pubco and the Business Combination. The Proxy Statement/Prospectus and related materials for the Business Combination will be mailed to shareholders of TWOA as of the Record Date. Shareholders may also obtain copies of the Registration Statement, including the Proxy Statement/Prospectus and other documents filed with the SEC, without charge at the SEC’s website at www.sec.gov, or by directing a request to: two, 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448; Tel: (310) 954-9665.
Participants in the Solicitation
TWOA and its directors and executive officers may be deemed participants in the solicitation of proxies from TWOA’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Business Combination is contained in TWOA’s filings with the SEC and in the Registration Statement.
LLP, Pubco and their respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of TWOA in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is included in the Registration Statement, which was filed with the SEC and is available free of charge at the SEC's website at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Investor Relations Contact:
Gateway Group, Inc.
Cody Slach
(949) 574-3860
TWOA@gateway-grp.com
two Contact:
Nick Geeza
Chief Financial Officer
ngeeza@hennessycapitalgroup.com
Media Relations Contact:
Zach Kouwe / Kendal Till
Dukas Linden Public Relations for LatAm Logistic Properties S.A.
+1 646-722-6533
LLP@dlpr.com
FAQ
When is the Extraordinary General Meeting to approve the Business Combination scheduled?
What will be the new ticker symbol for Pubco's shares after the Business Combination?
Who acted as the financial advisor to LLP in the business combination?
