Global Partner Acquisition Corp. (“GPAC”) (NASDAQ: GPAC, GPACU,
GPACW) and Purple Innovation, LLC (“Purple”) today announced that
they have amended their definitive merger agreement pursuant to
which Purple will become a subsidiary of GPAC. Among other things,
the amendment reflects an updated enterprise value of Purple of
approximately $500 million. The consummation of the proposed
business combination will be subject to the terms and conditions
set forth in the amended merger agreement. In addition, GPAC and
Purple have prepared an updated investor presentation outlining the
updated transaction. GPAC has filed the amendment to the merger
agreement and the investor presentation with the Securities and
Exchange Commission (“SEC”) under cover of Form 8-K.
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GPAC expects to file an amended preliminary proxy statement with
the SEC this week to reflect the terms of the proposed business
combination as revised by the amendment to the merger agreement.
Subject to review of the proxy statement by the SEC, GPAC expects
to commence mailing the definitive proxy statement relating to the
special meeting of its stockholders to consider the proposed
business combination and related matters (the “Special Meeting”) on
or about January 17, 2018. GPAC’s stockholders of record at the
close of business on January 10, 2018 are entitled to receive
notice of the Special Meeting and to vote the shares of common
stock of GPAC owned by them at the Special Meeting, which GPAC
anticipates holding on or about February 2, 2018. Both GPAC and
Purple remain focused on completing the proposed business
combination by February 5, 2018.
About Purple
Purple is a leading comfort technology company with a vision to
improve how people sleep, sit and stand. Purple offers a range of
mattress, bedding and cushioning products. Purple’s products are
the result of over 20 years of innovation and investment by the
founders in proprietary and patented comfort technologies and the
development of its own manufacturing processes. Purple’s
Hyper-Elastic Polymer® technology underpins many of its comfort
products and provides a range of benefits that differentiate its
offerings from other competitors’ products.
Purple has core competencies in design, development and
manufacturing, with decades of accumulated knowledge that enables
it to create all aspects of its innovative products. Purple has
vertically integrated its operations including research and
development, marketing and manufacturing, resulting in an ability
to rapidly test, learn, adapt and scale product offerings. Purple’s
combination of patents and intellectual property, proprietary and
patented manufacturing equipment, production processes and decades
of acquired knowledge create a distinct advantage over competitors
that rely on commoditized technologies and outsourced
manufacturing.
Purple has not only developed transformative products and
technologies, but also a brand that drives high customer
engagement. To date, Purple’s videos have been seen more than 950
million times across Facebook and YouTube alone with over 600,000
fans and subscribers across social media.
About Global Partner Acquisition Corp.
Global Partner Acquisition Corp. is a special purpose
acquisition company formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization, or similar business combination. GPAC’s units began
trading on The NASDAQ Capital Market on July 30, 2015 and its
securities trade on NASDAQ under the ticker symbols GPAC, GPACW and
GPACU.
Forward Looking Statements
Certain statements made in this release are “forward looking
statements” within the meaning of the “safe harbor” provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,”
“propose” and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements include, but are not limited to, statements regarding
the timing of the mailing of GPAC’s proxy statement, the timing of
the special meeting of GPAC’s stockholders and the timing of the
consummation of the business combination. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside GPAC’s or Purple’s control, that could cause
actual results or outcomes to differ materially from those
discussed in the forward-looking statements. Important factors,
among others, that may affect actual results or outcomes include:
the inability to obtain stockholder approval of the merger, the
inability to have the minimum cash to close the merger following
redemptions by GPAC stockholders, the inability to complete the
transaction contemplated by the merger agreement because of failure
of closing conditions or other reasons; the inability to recognize
the anticipated benefits of the proposed business combination,
which may be affected by, among other things, the amount of cash
available following any redemptions by GPAC stockholders and a lack
of confirmed market acceptance of Purple’s products; the ability to
meet NASDAQ’s listing standards following the consummation of the
transactions contemplated by the proposed business combination;
costs related to the proposed business combination; Purple’s
ability to manage growth; Purple’s ability to execute its plans to
develop and market new products and the timing and costs of these
development programs; Purple’s estimates of the size of the markets
for its products; the rate and degree of market acceptance of
Purple’s products; the success of other competing cushioning and
bedding technologies that exist or may become available; Purple’s
ability to identify and integrate acquisitions; the performance of
Purple’s products; rising costs adversely affecting Purple’s
profitability; potential litigation involving GPAC or Purple or the
validity or enforceability of Purple’s intellectual property; and
general economic and market conditions impacting demand for
Purple’s products. See the risk factors disclosed in the
preliminary proxy statement for the merger for additional risks
associated with the merger. Neither GPAC nor Purple undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Additional Information about the Transaction and Where to
Find It
In connection with the proposed business combination, GPAC will
file preliminary and definitive proxy statements with the SEC in
connection with a special meeting of the stockholders of GPAC to
consider and vote on the merger and related matters. GPAC will mail
a definitive proxy statement and other relevant documents to its
stockholders in connection with the meeting. Investors and security
holders of GPAC are advised to read the preliminary proxy
statement, and amendments thereto, and, when available, the
definitive proxy statement, which will contain important
information about the proposed business combination and the parties
to it. The definitive proxy statement will be mailed to
stockholders of GPAC as of a record date to be established for
voting on the proposed business combination. Stockholders will also
be able to obtain copies of the proxy statement, without charge,
once available, at the SEC’s website at www.sec.gov or by directing
a request to: Global Partner Acquisition Corp., c/o Andrew Cook, 1
Rockefeller Plaza, 11th Floor New York, New York 10020, e-mail:
info@globalpartnerac.com.
Participants in the Solicitation
GPAC, Purple, 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 GPAC stockholders in connection with the proposed
business combination. Information concerning the interests of
GPAC’s and Purple’s participants in the solicitation, which may, in
some cases, be different than those of GPAC’s and Purple’s equity
holders generally, is available in the preliminary proxy statement
filed by GPAC with the SEC on December 15, 2017. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests is
contained in the preliminary proxy statement, which can be obtained
free of charge from the sources indicated above.
Disclaimer
This release shall neither 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 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.
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Global Partner Acquisition
Corp.Paul Zepf, 917-244-4880Chief Executive
Officerpzepf@globalpartnerac.comorPurple
Innovation, LLCFor information regarding the transaction,
please contact Bill Harrison:Bill Harrison, 917-596-5533Head of
Consumer Investment Banking, Headwaters MB
LLCwharrison@headwatersmb.comorFor information regarding Purple
products, please contact Savannah Turk:Savannah TurkDirector of
Purple Communicationssavannah@purple.comorFor
investors and general inquires:Brendon Frey,
203-682-8216brendon.frey@icrinc.com
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