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Act II Global Acquisition Corp. Announces Shareholder Approval of Business Combination

Act II Global Acquisition Corp.

Benzinga · -
Act II Global Acquisition Corp. (NASDAQ: ACTT) ("Act II"), a special purpose acquisition company, announced that it held the reconvened meetings of shareholders and warrant holders today, June 24, 2020, and approved all proposals, including the business combination with Merisant Company ("Merisant") and MAFCO Worldwide LLC ("MAFCO"). The business combination proposal and each of the other proposals voted on at the shareholder and warrant holder meetings were approved. Approximately 95% of the votes cast at the shareholder meeting were in favor of all of the proposals presented at such meeting, and holders representing more than 73% of the outstanding public warrants approved the warrant amendment, which is described further below. Act II will be renamed Whole Earth Brands, Inc., and its shares of common stock and warrants are expected to begin trading on Nasdaq under the symbols FREE and FREEW, respectively, on June 25, 2020. The parties expect the closing of the business combination to occur on June 25, 2020. As a result of the warrant amendment, which is expected to be effective prior to trading on June 25, 2020, each of Act II's outstanding warrants, which currently entitle a holder to purchase one Class A share of Act II at an exercise price of $11.50 per share, will become exercisable for one-half share of common stock of Whole Earth Brands, Inc. at an exercise price of $5.75 per one-half share. Each public warrant issued and outstanding immediately prior to the warrant amendment shall automatically be entitled to receive a cash distribution in the amount of $5.75 per such public warrant. The warrants are expected to reflect the amended terms when trading commences on June 25, 2020. "We are pleased to announce this important milestone toward completing the business combination and to see the overwhelming support of our shareholders, which reflects the strategic value and growth opportunity inherent in Whole Earth Brands. The Company will now have the capital, along with the team and the brands to extend our industry leadership and capitalize on the powerful consumer trends toward zero and no-sugar-added products across the globe." commented Irwin Simon, Executive Chairman of Act II. "All of us at Whole Earth Brands are excited to accelerate growth and drive long-term value for our shareholders." Shareholders holding an aggregate of 26,426,669 Class A common shares (approximately 88% of the Class A common shares) chose not to exercise their right to redeem such public shares for a pro rata portion of Act II's trust account.