Stockholders of Record as of January 21,
2022 are Eligible to Vote at Special Meeting to be held on February
15, 2022
Please replace the release with the following corrected version
due to multiple revisions.
The updated release reads:
ASTREA ACQUISITION CORP. ANNOUNCES SPECIAL
MEETING TO VOTE ON PROPOSED BUSINESS COMBINATION WITH HOTELPLANNER
AND RESERVATIONS.COM
Stockholders of Record as of January 21,
2022 are Eligible to Vote at Special Meeting to be held on February
15, 2022
Astrea Acquisition Corp. (NASDAQ: ASAXU), a publicly traded
special purpose acquisition company, announced today that a special
meeting of its stockholders has been called to consider the
previously announced proposed business combination of Astrea with
HotelPlanner, a leading travel technology platform powered by
proprietary artificial intelligence, and Reservations.com, a
premier online travel agency.
The meeting will take place on February 15, 2022, and
stockholders of record as of January 21, 2022 will be eligible to
vote at the special meeting. Given ongoing pandemic-related health
and safety concerns, the special meeting will be held virtually at
10:00 a.m. Eastern Time, on February 15, 2022 via live webcast at
https://www.cstproxy.com/astreaacquisitioncorp/2022. If the
proposed transaction and related proposals are approved at the
special meeting, the parties will seek to consummate the
transaction as soon as possible thereafter, subject to the
satisfaction of various closing conditions.
The units, common stock and warrants of Astrea are currently
traded on the Nasdaq Capital Markets under the symbols “ASAXU,”
“ASAX” and “ASAXW,” respectively. Upon closing of the transaction,
the combined company is expected to be named “HotelPlanner Inc.”
and its common stock and warrants are expected to be traded under
the ticker symbols “HOTP” and “HOTPW,” respectively.
Your vote for all proposals is critically important regardless
of the number of shares you own. If you have any questions or need
assistance voting, please contact Advantage Proxy, Astrea
Acquisition Corp.’s proxy solicitor, by calling 206-870-8565, or by
emailing info@advantageproxy.com.
Additional Information and Where to Find It
The transaction referred to in this press release, as well as
detailed financial and business information concerning HotelPlanner
and Reservations.com and other information is contained in proxy
materials filed, and to be filed, with the SEC by Astrea, and
definitive proxy materials will be sent to all Astrea stockholders
as of January 21, 2022. Before making any voting decision, Astrea’s
stockholders are urged to carefully review the proxy materials and
all other relevant documents filed with the SEC in connection with
the proposed transaction as they become available.
Investors and security holders will be able to obtain free
copies of the proxy materials and all other relevant documents
filed or that will be filed by the SEC by Astrea through the
website maintained by the SEC at www.sec.gov. Copies of the proxy
materials can also be obtained, when available, without charge,
from HotelPlanner’s website at
http://www.hotelplanner.com/investors and
https://www.astreaacquisitioncorp.com/.
Participants in the Solicitations
Astrea, HotelPlanner, Reservations.com and certain of their
respective directors, executive officers and other members of
management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Astrea’s
stockholders in connection with the proposed transaction. You can
find more information about Astrea’s directors and executive
officers in Astrea’s proxy statement and in its final prospectus
dated February 3, 2021 and filed with the SEC on February 4, 2021.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests has been included in the proxy statement. Stockholders,
potential investors and other interested persons should read the
proxy statement carefully before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated below.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the proposed business combination. This press release
shall also not 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 states or jurisdictions in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed transaction between HotelPlanner, Reservations.com and
Astrea, including statements regarding the anticipated benefits of
the transaction, the anticipated timing of the transaction, future
financial condition and performance of HotelPlanner and
Reservations.com and expected financial impacts of the transaction
(including future combined revenue, equity value and cash balance),
the satisfaction of closing conditions to the transaction, the
level of redemptions of Astrea’s public stockholders and the
products and markets and expected future performance and market
opportunities of HotelPlanner and Reservations.com.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: (i) the risk that the transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of Astrea’s securities, (ii) the risk that the transaction may not
be completed by Astrea’s business combination deadline and the
potential failure to obtain an extension to the business
combination deadline if sought by Astrea, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the approval of the merger agreement by the stockholders
of Astrea, the satisfaction of the minimum trust account amount
following any redemptions by Astrea’s public stockholders and the
receipt of certain governmental and regulatory approvals, (iv) the
lack of a third party valuation in determining whether or not to
pursue the proposed transaction, (v) the occurrence of any event,
change or other circumstance that could give rise to the
termination of the merger agreement, (vi) the effect of the
announcement or pendency of the transaction on the business
relationships, operating results, and business generally of
HotelPlanner and Reservations.com, (vii) risks that the proposed
transaction disrupts current plans and operations of HotelPlanner
and/or Reservations.com, (viii) the outcome of any legal
proceedings that may be instituted against HotelPlanner,
Reservations.com, or Astrea related to the merger agreement or the
proposed transaction, (ix) the ability to maintain the listing of
Astrea’s securities on NASDAQ or another national securities
exchange, (x) changes in the competitive and regulated industries
in which HotelPlanner and Reservations.com operate, variations in
operating performance across competitors, changes in laws and
regulations affecting the business of HotelPlanner and
Reservations.com and changes in the combined capital structure,
(xi) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, (xii) the risk of
downturns and a changing regulatory landscape in the highly
competitive online travel booking industry, and (xiii) costs
related to the transaction and the failure to realize anticipated
benefits of the transaction or to realize projected results and
underlying assumptions, including with respect to anticipated
shareholder redemptions.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of the proxy
materials discussed above, and other documents filed by Astrea from
time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and HotelPlanner,
Reservations.com, and Astrea assume no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by applicable law. None of HotelPlanner,
Reservations.com, or Astrea gives any assurance that HotelPlanner,
Reservations.com, or Astrea, or the combined company, will achieve
its expectations.
About HotelPlanner
HotelPlanner is a leading travel technology company that
combines proprietary artificial intelligence capabilities with a
24/7 global gig-based reservations and customer service network.
HotelPlanner travel agents can customize all traveler hotel &
accommodation needs from a single platform while providing
localized advice. HotelPlanner is one of the leading providers of
individual, group and corporate travel bookings, specializing in
unique “Closed User Group” discounted rates offered in unpublished
private sale environments. Founded in 2004, HotelPlanner has
enduring partnerships with many of the world’s largest OTAs,
well-known hotel chains, individual hotels, online wedding
providers, ancillary lodging providers, corporations, professional
and amateur sports teams and franchises, universities and
government agencies.
For more information, please visit www.hotelplanner.com.
About Reservations.com
Reservations.com is an award-winning online travel company on a
mission to bring the human touch back to travel. Founded in 2014
with a focus on helping consumers create memorable travel
experiences, Reservations.com has experienced rapid growth.
Reservations.com's user friendly website offers unparalleled
visibility into hotels, including: descriptions, pricing
information, and reviews of nearly 500,000 properties globally. The
company is on a journey to enable customers to not only reserve
hotels, but to create memories.
For more information, please visit www.reservations.com.
About Astrea Acquisition Corp.
Astrea Acquisition Corp. (NASDAQ: ASAXU, ASAX and ASAXW) is a
blank check company organized for the purpose of effecting a
merger, capital stock exchange, asset acquisition or other similar
business combination with one or more businesses or entities.
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version on businesswire.com: https://www.businesswire.com/news/home/20220128005410/en/
Investors For HotelPlanner:
ICR – investors@hotelplanner.com For Astrea Acquisition Corp.:
info@astreaacquisitioncorp.com
Media For HotelPlanner: ICR
– media@hotelplanner.com For Astrea Acquisition Corp.:
info@astreaacquisitioncorp.com
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