LF Capital Acquisition Corp. II Provides Update Regarding Potential Business Combination
June 02 2023 - 8:00AM
Business Wire
As previously announced, LF Capital Acquisition Corp. II, a
Delaware corporation (“LF II”) (NASDAQ: LFAC), entered into
a non-binding letter of intent (the “Letter of Intent”) to
enter into a business combination (the “Business
Combination”) with a private company (the “LOI Target”)
that meets LF II’s acquisition criteria and business strategy in
February 2023.
The LOI Target is a profitable US-based company in the packaging
industry that serves customers in the spirits, beverage, beer and
food industries. The LOI Target provides custom solutions to
leading brands and has amassed a blue-chip customer base with
long-term take-or-pay contracts. Additionally, the LOI Target has
entered into supply agreements that provide greater predictability
of EBITDA and free cash flow. Lastly, the LOI Target operates with
state-of-the-art, flexible manufacturing capabilities, which
provide it with differentiated flexibility to meet its customers’
needs.
LF II believes that a Business Combination with the LOI Target
will help accelerate the LOI Target's growth and allow it to become
a national leader in its industry.
LF II is currently seeking an amendment to its charter to
provide for additional one-month extensions (until November 19,
2023) in order to extend the date by which LF II must consummate an
initial business combination. Entering into the Business
Combination or another business combination is subject to, among
other matters, the negotiation of a definitive transaction
agreement and SEC review of the proxy statement/prospectus to be
filed in connection with obtaining approval of the transaction by
LF II’s stockholders. If LF II is unable to complete an initial
business combination by such extended date, LF II may be forced to
liquidate.
Additional Information and Where to Find It
LF II has mailed to its stockholders of record as of May 12,
2023 a definitive proxy statement (the “Charter Amendment Proxy
Statement”) for a special meeting of stockholders on June 13,
2023 to (i): increase the number of one-month extensions of the
deadline to complete an initial business combination from six to
nine (the three additional one-month extensions, the “Additional
Extensions”); and (ii) provide that the monthly extension
payment per one-month extension of the deadline to complete an
initial business combination for the Additional Extensions only is
$0.00 per share of LF II’s Class A common stock (the “Class A
common stock”), par value $0.0001 per share without changing
the monthly extension payment for the current extensions payable,
if exercised, on June 19, 2023 and July 19, 2023, which will remain
$0.04 per Class A common share sold in LF II’s initial public
offering. Stockholders may obtain a free copy of the Charter
Amendment Proxy Statement, as well as other relevant documents that
have been or will be filed with the United States Securities and
Exchange Commission (the “SEC”), without charge, at the
SEC’s website (www.sec.gov) or by directing a request to: 1909
Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201, or to Morrow
Sodali LLC, LF II’s proxy solicitor, by calling (800) 662-5200, or
banks and brokers can call collect at (203) 658-9400, or by
emailing LFAC.info@investor.morrowsodali.com.
If a definitive agreement is entered into in connection with the
proposed Business Combination, LF II intends to file a preliminary
proxy statement/prospectus (the “Deal Proxy
Statement/Prospectus”) with the SEC. A definitive Deal Proxy
Statement/Prospectus will be mailed to stockholders of LF II as of
a record date to be established for voting on the proposed
transaction. LF II urges its investors and other interested persons
to read, when available, the Deal Proxy Statement/Prospectus, as
well as other documents filed with the SEC, because these documents
will contain important information about the proposed Business
Combination. The Deal Proxy Statement/Prospectus, once available,
can be obtained without charge at the SEC’s web site (www.sec.gov)
or by directing a request to LF Capital Acquisition Corp. II, 1909
Woodall Rodgers Freeway, Suite 500, Dallas, TX 75201.
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 any business combination or stockholder meeting. This
press release is for informational purposes only and does 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. No offering 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, or exemptions therefrom.
Participants in the Solicitation
This press release is not a solicitation of a proxy from any
investor or securityholder. LF II, the LOI Target and certain of
its respective directors and executive officers may be deemed to be
participants in the solicitation of proxies of LF II’s stockholders
in connection with the proposed Business Combination and related
matters. Information regarding LF II’s directors and executive
officers is set forth in LF II’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, which was filed with the SEC
on March 23, 2023. Additional information regarding the interests
of those participants and other persons who may be deemed
participants in the potential transaction will be set forth in the
Deal Proxy Statement/Prospectus when it is filed with the SEC.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements regarding (i) the monthly extension payments
and related matters and (ii) expectations about the future
performance of LF II or the LOI Target and anticipated financial
impact of the proposed Business Combination and related matters, as
well as all other statements other than statements of historical
fact included in this press release are forward-looking statements.
These statements are often accompanied with or by words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” (or the negative thereof)
or other similar expressions that predict or indicate future events
or trends or that are not statements of historical matters. Such
forward-looking statements are based on the beliefs of management,
as well as assumptions made by, and information currently available
to, LF II’s management. Actual results could differ materially from
those contemplated by the forward-looking statements as a result of
certain factors detailed in LF II’s filings with the SEC. All
subsequent written or oral forward-looking statements attributable
to LF II or persons acting on its behalf are qualified in their
entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of LF
II, including those set forth in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K, subsequent quarterly reports
on Form 10-Q and initial public offering prospectus. LF II
undertakes no obligation to update these statements for revisions
or changes after the date of this press release, except as required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230601006081/en/
Company Contact: Elias Farhat CEO (214) 741-6105
Media Contact: Tyler Weiland Shelton Group Public
Relations +1-972-571-7834 tweiland@sheltongroup.com
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