NEW YORK and NAPLES, Fla., June
5, 2020 /PRNewswire/ -- Gordon Pointe Acquisition Corp. (the
"Company" or "GPAQ") (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 of the Company will be asked to,
among other things, approve the business combination contemplated
by the previously announced Agreement and Plan of Merger, dated as
of September 16, 2019, pursuant to
which HOF Village Newco, LLC, a subsidiary of HOFV that will hold
all of HOFV's operations, will be merged with and into a
wholly-owned subsidiary of the Company (the "Business
Combination").
The Special Meeting will be held on June
30, 2020, at 10:00 a.m., Eastern
time, at the offices of Fox Rothschild LLP, at 2000 Market
Street, 20th Floor, Philadelphia,
Pennsylvania 19103. The deadline for the
Company's public stockholders to exercise their redemption
rights is 5:00 P.M. Eastern on
Friday, June 26, 2020.
Company stockholders of record at the close of business on
June 1, 2020 will be entitled to
receive notice and vote at the Special Meeting. A definitive
proxy statement relating to the Special Meeting was filed with the
SEC on June 4, 2020.
About Gordon Pointe Acquisition Corp.
GPAQ is a special purpose acquisition company formed by
Mr. James Dolan. GPAQ raised $125 million in its
initial public offering in January of 2018. Additional information
can be found at www.gordonpointe.com.
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.
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 GPAQ'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 impact of the
Coronavirus on GPAQ and HOFV, 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 GPAQ or other conditions to closing in the Merger
Agreement; the outcome of any legal proceedings that have been, or
will be, instituted against GPAQ or other parties to the Merger
Agreement following announcement of the Merger Agreement and
transactions contemplated therein; the ability of GPAQ 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 GPAQ 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 GPAQ and HOFV. In connection
with the proposed business combination, GPAQ has filed with the SEC
a proxy statement and GPAQ Acquisition Holdings, Inc. ("Holdings")
has filed a registration statement on Form S-4, as amended, which
includes a definitive proxy statement/final prospectus, which
definitive proxy statement will be mailed to stockholders of GPAQ
as of the record date of June 1,
2020. Before making any voting or investment decision,
shareholders of GPAQ 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 GPAQ, 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
GPAQ, 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 GPAQ stockholders in
connection with the proposed business combination. Investors and
security holders may obtain more detailed information regarding the
names, affiliations and interests in GPAQ's directors and officers
in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, which was filed
with the SEC on March 10, 2020, and
also in Holdings' Post-Effective Amendment No. 3 to Registration
Statement on Form S-4, as amended, which includes a definitive
proxy statement/final prospectus of GPAQ, which became effective on
June 2, 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.
For Information, Contact:
HOF Village LLC or Gordon Pointe Investor Inquiries
Jacques Cornet, (646) 277-1285
Jacques.Cornet@icrinc.com
or
Will Swett, (646) 677-1818
Will.Swett@icrinc.com
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SOURCE Gordon Pointe Acquisition Corp.