Boxwood Merger Corp. (Nasdaq: BWMC, BWMCU and BWMCW)
(“Boxwood”), a publicly-traded special purpose acquisition company,
and Atlas Intermediate Holdings LLC (“Atlas”), a leading provider
of professional testing, inspection, engineering and consulting
services, jointly announced today that they will attend the Morgan
Stanley 7th Annual Laguna Conference in Dana Point, California on
September 13, 2019.
On August 13, 2019, Boxwood and Atlas jointly announced that
they entered into a definitive agreement for a proposed business
combination. Immediately following the proposed transaction,
Boxwood intends to change its name to Atlas Technical Consultants,
Inc., and its shares of Class A common stock are expected to be
listed on The Nasdaq Stock Market under the ticker symbol “ATCX.”
The proposed transaction is expected to close in the fourth quarter
of 2019, subject to customary and other closing conditions,
including the approval of Boxwood’s stockholders.
About Boxwood Merger Corp. Boxwood 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 with one or more
businesses. Boxwood’s business strategy is to target, identify and
complete an initial business combination with a company that
provides technical and industrial services across a broad range of
industries to leverage the experience of Boxwood’s management team.
Boxwood raised $200 million in its November 2018 initial public
offering, and its shares of Class A common stock, units and
warrants trade on The Nasdaq Capital Market under the ticker
symbols “BWMC,” “BMWCU,” and ”BWMCW,” respectively.
About Atlas Headquartered in Austin, Texas, Atlas is a
leading provider of professional testing, inspection engineering
and consulting services, offering solutions to public and private
sector clients in the transportation, commercial, water,
government, education and industrial markets. With offices located
throughout the United States, the Company provides a broad range of
mission-critical technical services, helping clients test, inspect,
certify, plan, design, and manage a wide variety of projects across
diverse end markets. For more information, go to
https://www.oneatlas.com/.
No Offer or Solicitation This press release is for
informational purposes only and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities pursuant
to the proposed transactions and other transactions described
herein or otherwise, 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. 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.
Important Information for Investors and Stockholders In
connection with the proposed transaction, Boxwood has filed a
preliminary proxy statement and intends to file a definitive proxy
statement with the SEC. The definitive proxy statement and other
relevant documents will be sent or given to the stockholders of
Boxwood as of the record date established for voting on the
proposed transaction and will contain important information about
the proposed transaction and related matters. Boxwood stockholders
and other interested persons are advised to read the preliminary
proxy statement and any amendments thereto and, once available, the
definitive proxy statement, in connection with Boxwood’s
solicitation of proxies for the meeting of stockholders to be held
to approve, among other things, the proposed transaction, because
the proxy statement will contain important information about
Boxwood, Atlas and the proposed transaction. When available, the
definitive proxy statement will be mailed to Boxwood stockholders
as of a record date to be established for voting on the proposed
transaction. Stockholders will also be able to obtain copies of the
proxy statement, without charge, at the SEC’s website at
www.sec.gov. Copies of the documents filed with the SEC by Boxwood
when and if available, can be obtained free of charge on Boxwood’s
website at www.boxwoodmc.com or by directing a written request to
Boxwood Merger Corp., 8801 Calera Drive, Austin, Texas 78735 or by
telephone at 512-575-3637.
Participants in the Solicitation
Boxwood and Atlas and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
of Boxwood stockholders in connection with the proposed
transaction. Information about such persons, including their names
and a description of their interests in Boxwood, Atlas and the
proposed transaction, as applicable, are set forth in the proxy
statement for the proposed transaction. The proxy statement is
available free of charge at the SEC’s website at www.sec.gov, or by
directing a request to Boxwood, 8801 Calera Drive, Austin, Texas
78735 or by telephone at 512-575-3637.
Forward-Looking Statements
This communication includes certain statements that may
constitute “forward-looking statements” for purposes of the federal
securities laws. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. Forward-looking
statements may include, for example, statements about: the parties’
ability to effect the transaction; the benefits of the transaction;
the future financial performance of Boxwood following the
transaction; and changes in Atlas’ strategy, future operations,
financial position, estimated revenues, and losses, projected
costs, prospects, plans and objectives of management. These
forward-looking statements are based on information available as of
the date of this press release, and current expectations, forecasts
and assumptions, and involve a number of judgments, risks and
uncertainties. Accordingly, forward-looking statements should not
be relied upon as representing the parties’ views as of any
subsequent date, and Boxwood and Atlas do not undertake any
obligation to update forward-looking statements to reflect events
or circumstances after the date they were made, whether as a result
of new information, future events or otherwise, except as may be
required under applicable securities laws. You should not place
undue reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, actual
results or performance may be materially different from those
expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include, but are
not limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the unit
purchase agreement to be entered into in connection with the
proposed transaction (the “transaction agreement”); (2) the outcome
of any legal proceedings that may be instituted against Boxwood or
Atlas following announcement of the proposed business transaction
and related transactions; (3) the inability to complete the
transactions contemplated by the transaction agreement due to the
failure to obtain approval of the shareholders of Boxwood or
satisfy other conditions to the closing of the proposed
transaction; (4) the ability to obtain or maintain the listing of
the Company’s shares of Class A common stock on Nasdaq following
the proposed transaction; (5) the risk that the proposed
transaction disrupts the parties’ current plans and operations as a
result of the announcement and consummation of the transactions
described herein; (6) the ability to recognize the anticipated
benefits of the proposed transaction, which may be affected by,
among other things, competition, the ability of the Company
business to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (7) costs related to the proposed
transaction; (8) changes in applicable laws or regulations; (9) the
possibility that Boxwood or Atlas may be adversely affected by
other economic, business, and/or competitive factors; and (10)
other risks and uncertainties indicated from time to time in the
proxy statement filed by Boxwood with the SEC in connection with
the proposed transaction, including those under “Risk Factors”
therein, and other factors identified in Boxwood’s prior and future
filings with the SEC, available at www.sec.gov.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190912005968/en/
Investors Rodny Nacier, 512-851-1507 ir@oneatlas.com
Media Elyse Gentile, 646-677-1823
Elyse.Gentile@icrinc.com
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