Stellar Acquisition III Inc. Announces Results of Special Meeting of Shareholders
December 21 2018 - 5:10PM
Stellar Acquisition III, Inc. (“Stellar” or the “Company”) (NASDAQ:
STLR) announced today that at its special meeting (“Special
Meeting”) of shareholders held on December 21, 2018, its
shareholders approved each of the proposals presented for vote at
the Special Meeting, including proposals (i) to approve the
agreement and plan of merger dated as of February 27, 2018, as
amended by the First Amendment to the Merger Agreement dated as of
November 1, 2018 (as amended, the “Merger Agreement”), by and among
Stellar, STLR Merger Subsidiary Inc., a Delaware corporation and a
wholly-owned subsidiary of Stellar, and Phunware, Inc. (“Phunware”)
and the transactions contemplated by the Merger Agreement,
including the issuance of the merger consideration thereunder
(“Business Combination”); (ii) to change the corporate structure
and domicile of Stellar by way of continuation from a corporation
incorporated under the laws of the Republic of the Marshall Islands
to a corporation incorporated under the laws of the State of
Delaware (the “Redomestication”) ; (iii) to approve the 2018 Equity
Incentive Plan (the “Incentive Plan”, (iv) to approve the 2018
Employee Stock Purchase Plan (the “Stock Purchase Plan, and,
together with the Incentive Plan, the “Benefit Plans”), and (v) to
approve, for purposes of complying with applicable Nasdaq listing
rules, the issuance of more than 20% of Stellar’s issued and
outstanding common stock (the “Share Issuance”).
The effectiveness of the Redomestication,
Benefit Plans and Share Issuance are contingent upon, or subject
to, the consummation of the Business Combination. The consummation
of the Business Combination is subject to compliance by Stellar and
Phunware with the terms and conditions of the Merger Agreement and
satisfaction of the conditions to closing set forth therein (unless
waived) on or prior to December 26, 2018.
Additional Information and Where You Can Find
It
In connection with the Business Combination and related
transactions, Stellar filed a registration statement on Form S-4,
which contains a proxy statement/ prospectus, which was declared
effective by the SEC on November 13, 2018. Investors and security
holders of Stellar and Phunware are urged to read the proxy
statement/prospectus/information statement, which contains
important information about Stellar and Phunware. The proxy
statement/prospectus and other relevant materials, and any other
documents filed by Stellar with the SEC, may be obtained free of
charge at the SEC web site
at www.sec.gov.
About Stellar
Phunware is a provider of Multiscreen-as-a-Service (“MaaS”)
solutions, an integrated customer engagement platform that enables
organizations to develop customized, immersive, branded mobile
applications. Phunware sells its services in verticals including
healthcare, retail, hospitality, transportation, sports and
entertainment, and enables brands to engage, manage and monetize
their anytime-anywhere mobile users. Phunware’s MaaS technology is
available in software development kit (“SDK”) form for
organizations developing their own applications, via customized
development services as well as prepackaged solutions. Through its
integrated mobile advertising platform of publishers and
developers, Phunware also maximizes mobile monetization through an
advertising product suite including self-service media buying,
real-time bidding (“RTB”), publisher mediation and yield
optimization, cross-platform ad creation and dynamic ad
serving.
No Offer or Solicitation
This communication shall 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 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 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.
Some of the statements in this release relating to the matters
described herein are or may constitute “forward-looking
statements.” Words such as “believe,” “expect,” “anticipate,”
“project,” “target,” “optimistic,” “intend,” “aim,” “will”, “may”
and variations and similar words and expressions are intended to
identify such forward-looking statements, but the absence of these
words does not mean that a statement is not forward-looking.
Forward-looking statements relating to the Business Combination and
the proxy voting process (as well as the combined company's
post-closing activities) include, but are not limited to: (i)
statements about the benefits of the transaction involving Stellar
and Phunware, including future financial and operating results;
(ii) Stellar’s and Phunware’s plans, objectives, expectations and
intentions (including with respect to the future Token Generation
Event (“TGE”) and the use of proceeds from Stellar’s trust
account); (iii) the expected timing of completion of the
transaction and the SEC registration statement and proxy voting
process; and (iv) other statements relating to the transaction, the
SEC registration statement and proxy voting process and the
combined company’s post-closing activities that are not historical
facts. Forward-looking statements involve estimates, expectations
and projections and, as a result, are subject to risks and
uncertainties. Actual results could differ materially if not
substantially from those described in the forward-looking
statements. Important risks and other factors could cause actual
results to differ materially from those indicated by such forward
looking statements. With respect to the transaction, the SEC
registration statement and proxy voting process and the combined
company’s post-closing activities, such risks and uncertainties
include, among many others: (i) the risks associated with Stellar’s
the proxy voting process, including uncertainty regarding the
number of Stellar shareholders who may request redemption and
whether Stellar and Phunware shareholders will approve the
transaction; (ii) the risk that the benefits to Stellar and its
shareholders anticipated from transaction may not be fully realized
or may take longer to realize than expected; (iii) the risk that
any projections, including earnings, revenues, expenses, synergies,
margins or any other financial items are not realized, (iv) the
risks associated with concentration of Phunware’s business with
certain customers; (v) the potential for reductions in industry
profit margins due to, among other factors, declining service
revenues; (vi) the inability of the post-closing combined company
to expand and diversify the business of Phunware; (vii) changing
interpretations of generally accepted accounting principles; (viii)
the combined company’s continued compliance with government
regulations; changing legislation and regulatory environments; (ix)
the ability of the post-closing company to meet Nasdaq’s continued
listing standards; (x) the potential for lower return on investment
by Phunware’s expected TGE; (xi) the inability of Phunware to
manage growth; (xii) requirements or changes affecting the
MaaS/SaaS industry; (xiii) the general volatility of market prices
of Stellar’s securities and general economic conditions; (xiv) the
combined company’s ability to implement new strategies and react to
changing market conditions; (xv) risks associated with operating
hazards; (xvi) risks associated with competition; (xvii) risks
associated with the loss of key personnel; (xviii) unexpected
costs, liabilities or delays in the proposed transaction; (xix) the
outcome of any legal proceedings related to the transaction; (xx)
the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement or (xxi)
any of the factors in detailed in the “Risk Factors” section of
Stellar’s filings with the SEC.
The foregoing listing of risks is not exhaustive. These risks,
as well as other risks associated with the transaction, are further
discussed in Stellar’s registration statement to be filed with the
SEC in connection with the transaction. Additional risks and
uncertainties are identified and discussed in Stellar’s reports
filed or to be filed with the SEC and available at the SEC's
website at http://www.sec.gov.
Forward-looking statements included in this press release speak
only as of the date of this press release. Stellar undertakes and
assumes no obligation, and does not intend, to update any
forward-looking statements, except as required by law.
Company
Contact: George Syllantavos co-CEO & CFO Stellar
Acquisition III Inc. 90 Kifissias Avenue, Maroussi 15123, Athens,
Greece
Email: gs@stellaracquisition.com
Website: www.stellaracquisition.com |
Investor
Relations / Media Contact: Daniela Guerrero Capital
Link, Inc. 230 Park Avenue, Suite 1536 New York, N.Y.
10169 Tel.: (212) 661-7566 Fax: (212) 661-7526
E-Mail: stellaracquisition@capitallink.com |
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