FinTech Acquisition Corp. (NASDAQ:FNTC) (“FinTech”) today
announced that FinTech has set a record date of July 7, 2016
(the “Record Date”) and a meeting date of July 26, 2016 for the
special meeting of FinTech stockholders (the “Special Meeting”) to
approve FinTech’s proposed acquisition of FTS Holding Corporation
(“CardConnect”) pursuant to the merger (the “Merger”) of
CardConnect with and into FinTech Merger Sub, Inc., a wholly-owned
subsidiary of FinTech (“Merger Sub”). FinTech’s stockholders of
record at the close of business on July 7, 2016 are entitled
to receive notice of, and to vote the shares of common stock of
FinTech owned by them at, the Special Meeting, and at any
adjournment or postponement thereof.
Upon closing of the Merger, FinTech will be renamed CardConnect
Corp. FinTech has applied to continue the listing of its common
stock and warrants on The NASDAQ Capital Market following the
Merger under the new symbols “CCN” and “CCNW,” respectively.
At the Special Meeting, holders of FinTech’s common stock will
be asked to approve and adopt the previously announced Agreement
and Plan of Merger, dated as of March 7, 2016 (the “Merger
Agreement”), by and among FinTech, Merger Sub and CardConnect,
including the proposed Merger, and such other proposals as
disclosed in the definitive proxy statement/prospectus relating to
the Special Meeting, when available.
If the Merger is approved by FinTech stockholders, FinTech
anticipates consummating the Merger shortly after the Special
Meeting subject to the satisfaction or waiver (as applicable) of
all other closing conditions under the Merger Agreement.
The Special Meeting will take place at 10:00 a.m., Eastern Time,
on July 26, 2016 at the offices of FinTech Acquisition Corp., 712
Fifth Avenue, 8th Floor, New York, New York 10019.
A list of FinTech stockholders entitled to vote at the Special
Meeting will be open to the examination of any FinTech stockholder,
for any purpose germane to the Special Meeting, during regular
business hours for a period of ten calendar days before the Special
Meeting.
About FinTech Acquisition
Corp.
FinTech is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination. In
February 2015, FinTech consummated a $100 million initial public
offering of 10 million units, each unit consisting of one share of
common stock and one redeemable common stock purchase warrant, at a
price of $10.00 per unit. Simultaneously, FinTech consummated the
sale of 300,000 units at a price of $10.00 per unit in a private
placement that generated gross proceeds of $3,000,000. FinTech’s
securities are quoted on the NASDAQ stock exchange under the ticker
symbols FNTC, FNTCW and FNTCU.
Additional Information about the Merger
and Where to Find It
In connection with the proposed Merger, FinTech has filed with
the Securities and Exchange Commission (“SEC”) a
preliminary proxy statement/prospectus (which is included in a
registration statement on Form S-4 (the “Registration Statement”)).
When completed, FinTech will mail a definitive proxy
statement/prospectus to its stockholders in connection with
FinTech’s solicitation of proxies for the Special Meeting. This
press release does not contain all the information that should be
considered concerning the Merger. It is not intended to provide the
basis for any investment decision or any other decision in respect
of the proposed Merger. FinTech stockholders and other interested
persons are advised to read FinTech’s preliminary proxy
statement/prospectus, the amendments thereto, and the definitive
proxy statement/prospectus when available, as these materials
contain or will contain important information about FinTech,
CardConnect and the proposed Merger. The definitive proxy
statement/prospectus will be mailed to stockholders of FNTC as
of July 7, 2016, the record date established for the Special
Meeting. Stockholders can also obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus when available, and other documents filed by
FinTech with the SEC, without charge, at
the SEC's Internet site at http://www.sec.gov, or by
directing a request to: FinTech Acquisition Corp., 712
Fifth Avenue, 8th Floor, New York, New York 10019,
attention: James J. McEntee, III, telephone 212.506.3815.
Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements include
statements concerning the timing of the Merger and the Special
Meeting. These statements are based on FinTech’s or CardConnect’s
management’s current expectations and beliefs, as well as a number
of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside of FinTech’s control that could cause actual
results to differ materially from the results discussed in the
forward-looking statements. These risks, uncertainties, assumptions
and other important factors include, but are not limited to, (1)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement; (2) the
inability to complete the transactions contemplated by the Merger
Agreement due to the failure to obtain approval of the stockholders
of FinTech or other conditions to closing in the Merger Agreement;
and (3) the ability of the post-Merger public entity to meet
NASDAQ’s listing standards following the Merger. Additional factors
that could cause actual results to differ materially from those
expressed or implied in forward-looking statements can be found in
FinTech’s most recent annual report on Form 10-K and subsequently
filed quarterly reports on Form 10-Q and current reports on Form
8-K, which are available, free of charge, at the SEC’s website
at www.sec.gov., and are also provided in the Registration
Statement and in FinTech’s definitive proxy statement/prospectus
when available. You are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made, and FinTech and CardConnect undertake no obligation to update
or revise the forward-looking statements, whether as a result of
new information, future events or otherwise.
Participants in the
Solicitation
FinTech and its directors and officers may be deemed
participants in the solicitation of proxies to FinTech’s
stockholders with respect to the Merger and related transactions.
Information regarding FinTech’s directors and officers is available
in FinTech’s Annual Report on Form 10-K for the fiscal year ended
October 31, 2015, which has been filed with the SEC.
Additional information is also contained in FinTech’s preliminary
proxy statement/prospectus relating to the proposed Merger, and
will be contained in FinTech’s definitive proxy
statement/prospectus relating to the proposed Merger when
available.
Disclaimer
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there by
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 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160705006217/en/
FinTech Acquisition Corp.James J. McEntee, III, 212-506-3815
CardConnect Corp. (NASDAQ:FNTCU)
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