FORUM Merger- FMCIU, R, 1/2 wt.
Complete Converge One
Converge One warrant tender offer:
Offer upped to $1.20 expires April 13.
Warrant terms 1 + 11.50. Call 18.
Information Agent Contact:
Morrow Sodali LLC
Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Investor Relations Contact:
ICR for ConvergeOne
Post deal Converge One
At the Special Meeting, holders of 16,940,909 shares of Forum common stock sold in its initial public offering (“Public Shares”) exercised their right to redeem those shares for cash at a price of $10.154326 per share, for an aggregate of approximately $172 million. Immediately after giving effect to the Transactions (including as a result of the redemptions described above, certain forfeitures of Forum common stock immediately prior to the Closing, and the issuance of an additional 16,459,375 shares of common stock for an aggregate purchase price of $131,675,000 pursuant to subscription agreements entered into in connection with the Transactions), there were approximately 69.7 million shares of common stock and warrants to purchase approximately 8.9 million shares of common stock of ConvergeOne issued and outstanding. Upon the Closing, Forum’s rights, and units ceased trading, and ConvergeOne’s common stock and warrants began trading on The Nasdaq Stock Market (“Nasdaq”) under the symbols “CVON” and “CVONW,” respectively. As of the closing date, entities affiliated with Clearlake beneficially owned approximately 54.7% of ConvergeOne’s outstanding shares of common stock and the former securityholders of Forum beneficially owned approximately 8.8% of ConvergeOne’s outstanding shares. As a result, ConvergeOne is a “controlled company” within the meaning of the Nasdaq listing rules and expects to take advantage of certain rules that provide exemptions from certain corporate governance rules of Nasdaq applicable to listed companies.
As noted above, the per share redemption price of $10.154326 for holders of Public Shares electing redemption was paid out of Forum’s trust account, which after taking into account the redemption, had a balance immediately prior to the Closing of approximately $3.1 million. In addition, approximately $0.5 million remained in Forum’s operating account immediately prior to the Closing and approximately $131.7 million in proceeds from the PIPE Investment, as more completely described in Item 3.02 below, remained in escrow immediately prior to the Closing, which, together with approximately $35.0 million of cash of C1, was used to pay the cash component of the consideration of approximately $170.6 million to be paid to C1 Securityholders in connection with the Closing.
Trust = $10.10
Warrant - One plus $11.50 buys one common. Call 18.
Deadline 24 months. April 1019
Earlybird - FBR - Chardan
Deal announced 12/1/2017
Forum Merger Corporation, a blank check company formed by executives from Synergy Gas and SAC Capital, raised $150 million by offering 15 million units at $10. It originally planned to offer 12.5 million units.
We may amend the terms of the warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then outstanding warrants.
Stephen A, Vogel, our Executive Chairman, has over 40 years as an entrepreneur and CEO and has led businesses that have grown from a start-up to significant industry leaders. Our Co-Chief Executive Officer and President, Marshall Kiev has over 25 years of alternative investment experience working for a private equity firm and multiple family offices. Our Co-Chief Executive Officer, David Boris has, over the last 12 years, worked on 13 SPAC transactions as an advisor, investment banker and/or board member. We believe our management teams’ backgrounds provide us with the ability to source transactions and identify companies that can thrive in a public-listing environment.
Middle-Market Businesses. We will seek to acquire one or more businesses with an aggregate enterprise value of approximately $250 million to $500 million or more, determined in the sole discretion of our officers and directors according to reasonably accepted valuation standards and methodologies. Although we have no commitment as of the date of this offering, we will likely need to issue a substantial number of additional shares of Class A common stock or shares of preferred stock, or a combination thereof, either to sellers of a target company or to investors that will provide us capital, to complete a business combination.
Forum Investors I, LLC, which we refer to throughout this prospectus as our “sponsor” or “initial stockholder,” has committed to purchase from us an aggregate of 555,000 units, or “founders’ units,” at $10.00 per unit (for a total purchase price of $5,550,000) in a private placement that will occur simultaneously with the consummation of this offering. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters in full or in part, it will purchase from us additional founders’ units (up to a maximum of 67,500 founders’ units) at a price of $10.00 per founders’ unit in an amount that is necessary to maintain in the trust account at $10.10 per unit sold to the public in this offering.