Pagaya Technologies Ltd., a global technology company building
artificial intelligence infrastructure for the financial ecosystem
(“Pagaya”), and EJF Acquisition Corp. (“EJFA”) (NASDAQ: EJFAU,
EJFA, EJFAW), a publicly traded special purpose acquisition
company, today announced that EJFA has set June 17, 2022 as the
revised date for EJFA’s extraordinary general meeting of
shareholders (the “Special Meeting”) to approve the previously
announced business combination of Pagaya and EJFA (the “Business
Combination”) and related proposals.
At the Special Meeting, EJFA’s shareholders will be asked to
approve the Business Combination and other such proposals as
disclosed in the definitive proxy statement/prospectus (the “Proxy
Statement”) relating to the Business Combination. Holders of EJFA
Class A ordinary shares and Class B ordinary shares at the close of
business on the record date of May 17, 2022 are entitled to notice
of the Special Meeting and to vote at the Special Meeting. Pursuant
to a voting agreement, EJFA’s sponsor and directors and advisors of
EJFA holding EJFA ordinary shares have agreed to vote their shares
at the Special Meeting in favor of the approval of the Business
Combination and related proposals.
The closing of the Business Combination is subject to approval
by EJFA’s shareholders and the satisfaction or waiver (as
applicable) of other customary closing conditions. As a result of
PIPE commitments, EJFA expects to satisfy the condition that there
is a minimum of $200 million in cash available to Pagaya at the
time of the closing of the Business Combination, regardless of the
amount of redemptions of EJFA shares in connection with the
Business Combination. The Business Combination is expected to close
promptly after the Special Meeting. Upon the closing of the
Business Combination, Pagaya will be a publicly listed company and
Pagaya’s Class A ordinary shares and warrants are expected to be
listed on The Nasdaq Global Market under the ticker symbols “PGY”
and “PGYWW”, respectively.
More information about voting and attending the Special Meeting
is included in the definitive Proxy Statement filed by EJFA with
the Securities and Exchange Commission (the “SEC”), which is
available on the SEC's website at http://www.sec.gov. EJFA
encourages shareholders to read the Proxy Statement carefully. The
deadline for EJFA's public shareholders to exercise their
redemption rights in connection with the Business Combination has
been revised to June 15, 2022 at 5:00 p.m. Eastern Time. If you
have any questions or need assistance voting your shares, please
contact EJFA’s proxy solicitor, Morrow Sodali (“Morrow”), at (800)
662-5200, or banks and brokers can call collect at (203) 658-9400,
or by emailing EJFA.info@investor.morrowsodali.com.
About Pagaya
Pagaya is a financial technology company working to reshape the
lending marketplace by using machine learning, big data analytics,
and sophisticated AI-driven credit and analysis technology. Pagaya
was built to provide a comprehensive solution to enable the credit
industry to deliver their customers a positive experience while
simultaneously enhancing the broader credit ecosystem. Its
proprietary API seamlessly integrates into its next-gen
infrastructure network of partners to deliver a premium customer
user experience and greater access to credit.
For more information on Pagaya's technology, services, and
careers, please visit www.Pagaya.com.
About EJFA
EJF Acquisition Corp. is a blank check company sponsored by EJF
Capital LLC and affiliates formed for the purpose of partnering
with a high-quality financial services business. EJFA’s management
team and Board of Directors are composed of veteran financial
service industry executives and founders, including Manny Friedman,
Chairman, Neal Wilson, Vice Chairman, Kevin Stein, Chief Executive
Officer, and Thomas Mayrhofer, Chief Financial Officer.
For more information on EJF Acquisition Corp. please visit
www.ejfacquisition.com.
Additional Information and Where to Find It
In connection with the proposed business combination between
Pagaya and EJFA, Pagaya filed a registration statement on Form F-4
and the related definitive Proxy Statement will be distributed to
shareholders of EJFA in connection with EJFA’s solicitation of
proxies for the vote by its shareholders with respect to the
proposed business combination. The registration statement was
declared effective by the SEC, and EJFA will mail the definitive
Proxy Statement to its shareholders as of the record date
established for voting on the proposed business combination and the
other proposals regarding the proposed business combination set
forth in the Proxy Statement. Pagaya or EJFA may also file other
documents with the SEC regarding the proposed business combination.
Before making any investment or voting decision, shareholders and
other interested persons are advised to read the registration
statement and the definitive Proxy Statement in connection with
EJFA’s solicitation of proxies for the special meeting to be held
to approve the transactions contemplated by the proposed business
combination because these materials contain important information
about Pagaya, EJFA and the proposed transaction. Shareholders may
obtain a copy of the definitive Proxy Statement once it is
available, without charge, at the SEC’s website at www.sec.gov, or
at Pagaya’s website at www.pagaya.com, or by directing a request
to: EJF Acquisition Corp., 2107 Wilson Boulevard, Suite 410,
Arlington, Virginia 22201.
Participants in the Solicitation
Pagaya and EJFA and their respective directors and officers may
be deemed participants in the solicitation of proxies of EJFA’s
shareholders in connection with the proposed business combination.
EJFA’s shareholders, Pagaya’s shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Pagaya and EJFA at Pagaya’s
website at www.pagaya.com, or in EJFA’s Annual Report on Form 10-K
filed on March 31, 2022.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to EJFA’s
shareholders in connection with the proposed transaction is set
forth in the definitive Proxy Statement for the transaction.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the proposed
transaction is included in the definitive Proxy Statement filed
with the SEC in connection with the proposed business
combination.
Forward looking Statements
This document includes “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“could,” “continue,” “expect,” “estimate,” “may,” “plan,”
“outlook,” “future” and “project” and other similar expressions
that predict or indicate future events or trends or that are not
statements of historical matters. Such forward looking statements
include estimated financial information. Such forward looking
statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of EJFA,
Pagaya or the combined company after completion of the proposed
business combination are based on current expectations that are
subject to risks and uncertainties. A number of factors could cause
actual results or outcomes to differ materially from those
indicated by such forward looking statements. These factors
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 Agreement and Plan of Merger providing for the
business combination (the “Agreement”) and the proposed business
combination contemplated thereby; (2) the inability to complete the
transactions contemplated by the Agreement due to the failure to
obtain approval of the shareholders of EJFA or other conditions to
closing in the Agreement; (3) the ability to meet Nasdaq’s listing
standards following the consummation of the transactions
contemplated by the Agreement; (4) the risk that the proposed
transaction disrupts current plans and operations of Pagaya as a
result of the announcement and consummation of the transactions
described herein; (5) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (6) costs related to the proposed
business combination; (7) changes in applicable laws or
regulations; (8) the possibility that Pagaya may be adversely
affected by other economic, business, and/or competitive factors;
and (9) other risks and uncertainties indicated from time to time
in other documents filed or to be filed with the SEC by EJFA or
Pagaya. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
EJFA and Pagaya undertake no commitment to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law.
Any financial information or projections in this communication
are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and
contingencies, many of which are beyond Pagaya’s and EJFA’s
control. The inclusion of financial information or projections in
this communication should not be regarded as an indication that
Pagaya or EJFA, or their respective representatives and advisors,
considered or consider the information or projections to be a
reliable prediction of future events.
Non-Solicitation
This document is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or exchange, or a solicitation of an
offer to buy or exchange, the securities of Pagaya, EJFA or the
combined company, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Contacts
For all Pagaya IR inquiries, please reach out to ICR at
PagayaIR@icrinc.com
For all Pagaya media inquiries, please reach out to Edelman at
Pagaya@edelman.com
For all EJFA media inquiries, please reach out to Nathaniel
Garnick/Kevin FitzGerald at Gasthalter & Co. at (212) 257-4170
or pagaya@gasthalter.com
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