OPES Acquisition Corp. (Nasdaq: OPES) (“OPES” or the “Company”) is
announcing that it has set December 15, 2020, as the date of its
special meeting of stockholders (the “Special Meeting”) to approve
the previously announced business combination (the “Business
Combination”) with BurgerFi International, LLC. (“BurgerFi”).
Notice of the Special Meeting, together with the definitive
proxy statement relating to the Special Meeting, is expected to be
mailed on or about December 2, 2020, to stockholders of record as
of the close of business on November 24, 2020 (the “Record
Date”).
The Special Meeting will be conducted via teleconference.
Stockholders will be able to attend the meeting by using the
following dial-in information:
US/CANADA Toll-Free Dial-In Number: (833) 962-1457US/CANADA
International Dial-In Number: (956) 394-3594Conference ID:
4768828
Your vote is important no matter how many shares you
own. You are encouraged to submit your vote as soon as
possible. If you hold your shares in an account at a
brokerage firm, bank or other similar agent, you may vote prior to
the meeting by using your voting control number and instructions
provided by your brokerage firm, bank or other similar agent. If
you are a stockholder of record, you may vote prior to the special
meeting by signing, dating, and mailing your proxy card in the
return envelope provided with your proxy material.
The closing of the Business Combination is subject to approval
by OPES’s stockholders and the satisfaction of other customary
closing conditions and is expected to close as soon as practicable
following the Special Meeting. Following the closing, Opes
Acquisition Corp. will change its name to BurgerFi International,
Inc.
About BurgerFi
Established in 2011, BurgerFi is among the nation's
fastest-growing better burger concepts with approximately 125
BurgerFi restaurants domestically and internationally. The concept
was chef-founded and is committed to serving fresh food of
transparent quality. BurgerFi uses 100% natural American angus beef
with no steroids, antibiotics, growth hormones, chemicals, or
additives. BurgerFi placed in the top 10 on Fast Casual's Top 100
Movers & Shakers list in 2020, was named "Best Burger Joint" by
Consumer Reports and fellow public interest organizations in the
2019 Chain Reaction Study, listed as a "Top Restaurant Brand to
Watch" by Nation's Restaurant News in 2019, included in Inc.
Magazine's 2015 Fastest Growing Private Companies List, and ranked
on Entrepreneur's 2017 Franchise 500. To learn more about BurgerFi
or to find a full list of locations, please visit www.burgerfi.com,
'Like' BurgerFi on Facebook or follow @BurgerFi on Instagram and
Twitter.
BurgerFi® is a Registered Trademark of BurgerFi IP, LLC, a
wholly-owned subsidiary of BurgerFi.
About OPES Acquisition
Corp.
OPES Acquisition Corp. (Nasdaq: OPES, OPESW) is a special
purpose acquisition company headquartered in Miami and organized
for the purpose of effecting a merger, asset acquisition, stock
purchase or other similar business combination with one or more
businesses or entities. For more information, please visit
www.opesacquisitioncorp.com.
Forward Looking Statements
The information herein contains certain “forward-looking
statements” within the meaning of “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “target,” “believe,”
“expect,” “will,” “shall,” “may,” “anticipate,” “estimate,”
“would,” “positioned,” “future,” “forecast,” “intend,” “plan,”
“project” and other similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among
others, statements made herein regarding the proposed transactions
contemplated by the Membership Interest Purchase Agreement,
including the benefits of the Business Combination, integration
plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the Business
Combination. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on OPES’s and BurgerFi’s managements’ current beliefs,
expectations and assumptions. Because forward-looking statements
relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict
and many of which are outside of our control. Actual results and
outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (i) risks related to the timing of the completion of
the Business Combination, (ii) the ability to satisfy the various
conditions to the closing of the Business Combination set forth in
the Membership Interest Purchase Agreement, (iii) the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Membership Interest Purchase Agreement, (iv)
the risk that there may be a material adverse effect on the
business, properties, assets, liabilities, results of operations or
condition (financial or otherwise), of BurgerFi or its subsidiaries
or franchisees, taken as a whole; (v) risks related to disruption
of management time from ongoing business operations due to the
proposed Business Combination; (vi) the risk that any announcements
relating to the proposed Business Combination could have adverse
effects on the market price of OPES’s common stock; (vii) the
amount of redemption requests made by OPES’s stockholders; and
(viii) other risks and uncertainties indicated from time to time in
the final prospectus of OPES for its initial public offering dated
March 13, 2018 filed with the SEC and the definitive proxy
statement on Schedule 14A filed with the SEC on December 1, 2020,
relating to the proposed Business Combination, including those
under “Risk Factors” therein, and in OPES’s other filings with the
SEC. OPES cautions that the foregoing list of factors is not
exclusive. OPES and BurgerFi caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. OPES and BurgerFi do not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in their expectations or any change in events, conditions, or
circumstances on which any such statement is based.
Important Information about the Business Combination and
Where to Find It
On June 29, 2020, OPES Acquisition Corp. (“OPES”) and BurgerFi
International, LLC (“BurgerFi”) entered into a Membership Purchase
Agreement, as subsequently amended, pursuant to which OPES shall
acquire 100% of the membership interests of BurgerFi (the “Business
Combination”). In connection with the Business Combination, on
December 1, 2020, OPES filed with the SEC the definitive proxy
statement on Schedule 14A (the “Definitive Proxy Statement”)
relating to the Business Combination. OPES will file any other
relevant documents in connection with the Business Combination with
the SEC. OPES will mail the Definitive Proxy Statement and a proxy
card to each stockholder entitled to vote at the special meeting
relating to the Business Combination. INVESTORS AND STOCKHOLDERS OF
OPES ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE BUSINESS COMBINATION THAT OPES WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT OPES, BURGERFI, AND THE BUSINESS COMBINATION. The
Definitive Proxy Statement and other relevant materials in
connection with the Business Combination (when they become
available), and any other documents filed by OPES with the SEC, may
be obtained free of charge at the SEC’s website (www.sec.gov) or by
writing to OPES at: 4218 NE 2nd Avenue, Miami, FL 33137.
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 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.
Participants in the Solicitation
OPES and its directors and executive officers may be deemed
participants in the solicitation of proxies from OPES’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in OPES are included in the
Definitive Proxy Statement at www.sec.gov. Information about OPES’s
directors and executive officers and their ownership of OPES common
stock is set forth in OPES’s prospectus, dated March 13, 2018,
OPES’s Annual Report on Form 10-K, dated March 30, 2020 and the
Definitive Proxy Statement, as modified or supplemented by any Form
3 or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation is included in the Definitive Proxy Statement.
These documents can be obtained free of charge from the sources
indicated above.
BurgerFi and its members and managers may also be deemed to be
participants in the solicitation of proxies from the stockholders
of OPES in connection with the proposed Business Combination. A
list of the names of such members and managers and information
regarding their interests in the proposed Business Combination are
included in the Definitive Proxy Statement.
OPES Investor Relations
Contact:
Gateway Investor Relations Cody Slach (949) 574-3860
OPES@gatewayir.com
Company Contacts:
OPESAshley Spitz,
ashley@opesacquisitioncorp.com
BurgerFi InternationalCrystal Rosatti,
crystal@burgerfi.com
BurgerFi (NASDAQ:BFI)
Historical Stock Chart
From Mar 2024 to Apr 2024
BurgerFi (NASDAQ:BFI)
Historical Stock Chart
From Apr 2023 to Apr 2024