NEW YORK and NAPLES, Fla., June
15, 2020 /PRNewswire/ -- Gordon Pointe Acquisition Corp.
(Nasdaq: GPAQ) ("GPAQ") announced today that it had elected to
extend the deadline to consummate its proposed business combination
with HOF Village, LLC ("HOFV") to July 15,
2020. As previously disclosed, GPAQ had amended its amended
and restated certificate of incorporation to extend the date by
which GPAQ must consummate its initial business combination from
May 14, 2020 to June 15, 2020, plus an option by GPAQ to further
extend such date for an additional thirty days to July 15, 2020. In connection with such
extension, on June 12, 2020, GPAQ's
sponsor contributed to GPAQ $0.04 for
each of GPAQ's public shares outstanding, for an aggregate
contribution of $114,937.76, which
amount was deposited into GPAQ's trust account established in
connection with GPAQ's initial public offering. GPAQ now has until
July 15, 2020 to consummate its
proposed business.
GPAQ also announced today that, in light of continued public
health concerns regarding the Coronavirus, or COVID-19, that GPAQ
shareholders of record may participate telephonically in the
special shareholders meeting (the "Special Meeting") to approve the
proposed business combination with HOFV scheduled for June 30, 2020 at 10:00
A.M. Eastern. GPAQ shareholders may participate in the
call by dialing 1-646-558-8656, Entry Code: 798-121-0979 and
Passcode: 882333.
GPAQ shareholders are entitled to participate in and vote at the
Special Meeting to approve the proposed extension if they were a
shareholder of record as of the close of business on June 1, 2020, or hold an appropriate legal proxy
for the meeting provided by their broker, bank or other
nominee.
Whether or not a shareholder plans to attend the Special Meeting
telephonically, GPAQ urges its shareholders to vote and submit
their proxy in advance of the Special Meeting by one of the methods
described in the proxy statement/prospectus. Instructions as to how
to vote at the Special Meeting will be provided on the conference
call.
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.
Additional Information
In connection with the proposed business combination between
GPAQ and HOFV, GPAQ has filed with the SEC Amendment No. 3 to
Definitive Proxy Statement on June 4,
2020 (the "Merger Proxy Statement"), and GPAQ's wholly-owned
subsidiary, GPAQ Acquisition Holdings, Inc. ("Holdings") has filed
with the SEC Post-Effective Amendment No. 3 to Registration
Statement on Form S-4 on June 4, 2020
(the "Registration Statement"). Investors and security
holders are advised to read the Registration Statement and the
Merger Proxy Statement, and amendments thereto and the definitive
proxy statements, which contain important information about the
proposed business combination and the parties to it. The
Registration Statement and definitive Merger Proxy Statement has
been mailed to stockholders of GPAQ as of
June 1, 2020. Stockholders will also
be able to obtain copies of the Registration Statement and Merger
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.
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 Holding's, 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 risks and
uncertainties, 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 Holding's 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.
Participants in the Solicitation
GPAQ, Holdings, HOFV, Newco 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'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 GPAQ's directors 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 the
Registration Statement on Form S-4 filed with the SEC and declared
effective on February 14, 2020, as
amended by Post-Effective Amendment No. 3 to Registration Statement
filed with the SEC on June 4, 2020,
which includes the proxy statement/prospectus of GPAQ for the
proposed transaction. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
proxies to GPAQ's stockholders in connection with the proposed
business combination, and information concerning the interests of
GPAQ's and Newco's participants in the solicitation, which may, in
some cases, be different than those of GPAQ's and Newco's equity
holders generally, is set forth in the Post-Effective Amendment No.
3 to Registration Statement.
Non-Solicitation
This communication is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy any
securities, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. 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.
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.