NEW YORK and NAPLES, Fla., Feb.
21, 2020 /PRNewswire/ -- Gordon Pointe Acquisition Corp.
(the "Company") (NASDAQ: GPAQ, GPAQU, GPAQW), a publicly
traded special purpose acquisition company, and HOF Village, LLC
("HOFV") announced today that it has set a date for the Special
Meeting of its stockholders (the "Special Meeting"). At the
Special Meeting, stockholders will be asked to approve the business
combination contemplated by the previously announced Agreement and
Plan of Merger, dated as of September 16,
2019. The terms of the Agreement and Plan of Merger provide,
among other things, for HOF Village Newco, LLC, a subsidiary of
HOFV that will hold all of HOFV's operations, to be merged with and
into a wholly-owned subsidiary of the Company (the "Business
Combination"). HOFV's management and equity holders have committed
to roll 100% of their equity into the combined entity.
The Special Meeting will be held on March
25, 2020, at 10:00 a.m., Eastern
time, at the offices of Fox Rothschild LLP, at 2000 Market
Street, 20th Floor, Philadelphia,
Pennsylvania 19103. Company stockholders of record at the
close of business on February 18,
2020, will be entitled to receive notice and vote at the
Special Meeting.
The completion of the Business Combination remains subject to
other customary closing conditions, including receipt of approval
from the Company's stockholders. The Business Combination is
expected to close by the end of March
2020.
About HOF Village, LLC
Johnson Controls Hall of Fame Village, a development of HOF
Village, LLC is a multi-use sports, entertainment and media
destination centered around the Pro Football Hall of Fame's campus
in Canton, Ohio. It provides
a themed sports, entertainment and media venue to capitalize on the
popularity and fandom associated with professional football and its
legendary players. HOF Village, LLC was founded by the Pro Football
Hall of Fame through its wholly owned, for profit subsidiary Hall
of Fame Village, Inc. and Industrial Realty Group, LLC.
About Gordon Pointe Acquisition Corp.
The Company is a special purpose acquisition company formed by
Mr. James Dolan. The Company raised $125 million in
its initial public offering in January of 2018. Additional
information can be found at www.gordonpointe.com.
Forward-Looking Statements
Certain statements made herein are "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 timing
of the proposed merger; the business plans, objectives,
expectations and intentions of the parties once the transaction is
complete, and the Company's and HOFV's estimated and future results
of operations, business strategies, competitive position, industry
environment and potential growth opportunities, relating to the
acquired business. These forward-looking statements reflect the
current analysis of existing information and are subject to various
risks and uncertainties. As a result, caution must be exercised in
relying on forward-looking statements. Due to known and unknown
risks, our actual results may differ materially from our
expectations or projections. The following factors, among others,
could cause actual results to differ materially from those
described in these forward-looking statements: the occurrence of
any event, change or other circumstances that could give rise to
the termination of the Merger Agreement and the proposed
transaction contemplated thereby; the inability to complete the
transactions contemplated by the Merger Agreement due to the
failure to obtain approval of the stockholders of the Company or
other conditions to closing in the Merger Agreement; the outcome of
any legal proceedings that have been, or will be, instituted
against the Company or other parties to the Merger Agreement
following announcement of the Merger Agreement and transactions
contemplated therein; the ability of the Company and/or Holdings to
meet NASDAQ listing standards following the merger and in
connection with the consummation thereof; the failure to obtain the
financing arrangements necessary to complete the development of the
project; the failure to achieve the assumptions underlying certain
of the financial projections included within the investor
presentation including, among others, securing the timely financing
for, and achieving construction of, the second phase of the project
within assumed time and financial budget, and achieving expected
attendance and occupancy rates; risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the announcement
of the Merger Agreement and consummation of the transaction
described therein; costs related to the proposed merger and the
impact of the substantial indebtedness to be incurred to finance
the consummation of the merger; changes in applicable laws or
regulations; the ability of the combined company to meet its
financial and strategic goals, due to, among other things,
competition, the ability of the combined company to grow and manage
growth profitability, maintain relationships with customers and
retain its key employees; the possibility that the combined company
may be adversely affected by other economic, business, and/or
competitive factors; and other risks and uncertainties described
herein, as well as those risks and uncertainties discussed from
time to time in other reports and other public filings with the SEC
by the Company and Holdings.
Additional Information about the Transaction and Where to
Find It
This communication is being made in respect of the proposed
business combination between the Company and HOFV. In
connection with the proposed business combination, the
Company has filed with the SEC a proxy statement and Holdings
has filed a registration statement on Form S-4, which includes a
definitive proxy statement/final prospectus, which registration
statement was declared effective on February
14, 2020, which definitive proxy statement will be mailed to
stockholders of the Company on or about February 24, 2020. Before making any voting or
investment decision, shareholders of the Company are urged to
carefully read the definitive proxy statement/final prospectus and
any other relevant documents filed with the SEC, as well as any
amendments or supplements to these documents, because they will
contain important information about the Company, Holdings, HOFV and
the proposed business combination. Stockholders will also be
able to obtain copies of the registration statement and proxy
statement, without charge, at the SEC's website at www.sec.gov or
by directing a request to: Gordon Pointe Acquisition Corp., 780
Fifth Avenue South, Naples, FL
34102.
Participants in the Solicitation
The Company, Holdings, HOFV, HOF Village Newco, LLC and their
respective directors, executive officers and other members of their
management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of the Company's
stockholders in connection with the proposed business combination.
Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests in the Company's
directors and officers in its Annual Report on Form 10-K for the
fiscal year ended December 31, 2018,
which was filed with the SEC on March 18,
2019, and also in Holdings' registration statement on Form
S-4, which includes a definitive proxy statement/final prospectus
of the Company, which registration statement was declared effective
on February 14, 2020.
No Offer or Solicitation
The information in this communication is for informational
purposes only and is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed
transactions or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer 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, and otherwise in accordance
with applicable law.
CONTACT:
Anne
Graffice
HOF Village, LLC Media Inquiries
330-458-9176
Anne.Graffice@ProFootballHOF.com
Investor Contacts
Jacques
Cornet, (646) 277-1285
Jacques.Cornet@icrinc.com
or
Will Swett, (646) 677-1818
Will.Swett@icrinc.com
Media Contacts
Jason
Chudoba, (646) 677-1249
Jason.Chudoba@icrinc.com
or
Phil Denning, (646) 277-1258
Phil.Denning@icrinc.com
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SOURCE Gordon Pointe Acquisition Corp.