- Special Meeting of stockholders to approve proposed business
combination with Cyxtera Technologies, Inc. to be held on July 28,
2021
- Record date for special meeting is June 28, 2021
- Upon closing, shares of common stock and warrants of the
combined company will be listed on NASDAQ under the new ticker
symbols “CYXT” and “CYXTW”
Starboard Value Acquisition Corp. (“SVAC”) (NASDAQ:SVAC),
announced today that it has called a special meeting of its
stockholders (the “Special Meeting”) for July 28, 2021 to, among
other things, approve the proposed business combination (the
“Merger”) with Cyxtera Technologies, Inc. (“Cyxtera”). Notice of
the Special Meeting was mailed on or about July 16, 2021 to
stockholders of record as of the close of business on June 28, 2021
(the “Record Date”). Due to concerns about the coronavirus
(COVID-19), SVAC will hold the Special Meeting solely by means of
remote communication and provide for the ability of stockholders to
attend the Special Meeting by means of remote communication.
Details on how to participate are included in SVAC’s definitive
proxy statement which was filed with the Securities and Exchange
Commission (the “SEC”) on July 16, 2021.
SVAC stockholders who need assistance in completing the proxy
card, need additional copies of the proxy materials, or have
questions regarding the Special Meeting may contact SVAC’s proxy
solicitor, Okapi Partners, toll free at (855) 305-0857; banks and
brokers call at (212) 297-0720.
In connection with the Special Meeting, SVAC’s stockholders that
wish to exercise their redemption rights must do so no later than
4:30 p.m. Eastern Time on July 26, 2021 (two business days before
the special meeting) by following the procedures specified in the
definitive proxy statement for the Special Meeting.
The closing of the Merger is subject to approval by SVAC’s
stockholders and the satisfaction of other customary closing
conditions and is expected to close as soon as practicable
following the Special Meeting.
About Starboard Value Acquisition Corp.
Starboard Value Acquisition
Corp. is a blank check company whose business purpose is to effect
a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. The Company’s sponsor, SVAC Sponsor LLC (the
“Sponsor”), is an affiliate of Starboard Value LP. For more
information, please go to StarboardSVAC.com.
About Cyxtera
Cyxtera is a global leader in
data center colocation and interconnection services. The company
operates a footprint of more than 60 data centers around the world,
providing services to more than 2,300 leading enterprises and U.S.
federal government agencies. Cyxtera brings proven operational
excellence, global scale, flexibility and customer-focused
innovation together to provide a comprehensive portfolio of data
center and interconnection services. On February 22, 2021, Cyxtera
announced that it entered into a definitive agreement to merge with
Starboard Value Acquisition Corp. (NASDAQ: SVAC), a publicly traded
special purpose acquisition company. The parties expect to complete
the transaction in mid-2021, subject to customary closing
conditions, including the receipt of regulatory approvals and
approval by SVAC’s stockholders. For more information, please visit
www.cyxtera.com.
Additional Information about the Business Combination and
Where to Find It
In connection with the transactions contemplated by the merger
agreement related to the Merger (the “Transactions”), SVAC filed a
proxy statement (the “Proxy Statement”) with the Securities and
Exchange Commission (the "SEC"), which was distributed to holders
of SVAC’s common stock in connection with SVAC’s solicitation of
proxies for the vote by the SVAC stockholders with respect to the
Transactions and other matters as described in the Proxy Statement.
SVAC urges its stockholders and other interested persons to read
the Proxy Statement and amendments thereto and documents
incorporated by reference therein, as well as other documents filed
with the SEC in connection with the Transactions, as these
materials will contain important information about SVAC, Cyxtera
and the Transactions. The definitive Proxy Statement was mailed to
SVAC’s stockholders on or about July 16, 2021. Stockholders are
also be able to obtain copies of such documents, without charge, at
the SEC’s website at www.sec.gov, or by directing a request to:
Starboard Value Acquisition Corp., 777 Third Avenue, 18th Floor,
New York, NY 10017.
Participants in the Solicitation
SVAC, Cyxtera and its
directors and executive officers, under SEC rules, may be deemed to
be participants in the solicitation of proxies of SVAC’s
stockholders in connection with the Transactions. Stockholders of
SVAC may obtain more detailed information regarding the names,
affiliations and interests of SVAC’s directors and executive
officers in SVAC’s final prospectus for its initial public offering
filed with the SEC on September 11, 2020 and in the Proxy Statement
relating to the Transactions. Information concerning the interests
of SVAC’s participants in the solicitation, which may, in some
cases, be different than those of SVAC’s stockholders generally, is
set forth in the Proxy Statement relating to the
Transactions.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the federal securities laws. These forward-looking
statements generally are identified by the words “expects,” “will,”
“projected,” “continue,” “increase,” and/or similar expressions
that concern Cyxtera’s or SVAC’s strategy, plans or intentions, but
the absence of these words does not mean that a statement is not
forward-looking. Such statements are made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995 and are based on management’s belief or interpretation of
information currently available. Because forward-looking statements
are predictions, projections and other statements about future
events that are based on current expectations and assumptions, they
are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside of Cyxtera’s or SVAC’s control. Actual results and
condition (financial or otherwise) may differ materially from those
indicated in the forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties that
could cause actual results and conditions to differ materially from
those indicated in the forward-looking statements, including, but
not limited to, changes in domestic and foreign business, market,
financial, political and legal conditions; the ability of the
parties to successfully or timely consummate the Transactions,
including the risk that any required regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions
that could adversely affect the combined company or the expected
benefits of the Transactions, the risk that legal or regulatory
developments (such as the SEC’s recently released statement on
accounting and reporting considerations for warrants in SPACs)
could cause unforeseen delays in the timing of the Transactions and
negatively impact the trading price of SVAC’s securities and the
attractiveness of the Transactions to investors, or that the
required stockholder approval may not be obtained; failure to
realize the anticipated benefits of the Transactions; the risk that
the market price of the combined company’s securities may decline
following the consummation of the Transactions if the Transaction’s
benefits do not meet the expectations of investors or securities
analysts; risks relating to the uncertainty of Cyxtera’s projected
operating and financial information; the impact of Cyxtera’s
substantial debt on its future cash flows and its ability to raise
additional capital in the future; adverse global economic
conditions and credit market uncertainty; the regulatory, currency,
legal, tax and other risks related to Cyxtera’s international
operations; the United Kingdom’s withdrawal from the European Union
and the potential negative effect on global economic conditions,
financial markets and Cyxtera’s business; the effects of the
COVID-19 pandemic on Cyxtera’s business or future results; the
ability to access external sources of capital on favorable terms or
at all, which could limit Cyxtera’s ability to execute its business
and growth strategies; fluctuations in foreign currency exchange
rates in the markets in which Cyxtera operates internationally;
physical and electronic security breaches and cyber-attacks which
could disrupt Cyxtera’s operations; Cyxtera’s dependence upon the
demand for data centers; Cyxtera’s products and services having a
long sales cycle that may harm its revenues and operating results;
any failure of Cyxtera’s physical infrastructure or negative impact
on its ability to provide its services, or damage to customer
infrastructure within its data centers, which could lead to
significant costs and disruptions that could reduce Cyxtera’s
revenue and harm its business reputation and financial results;
inadequate or inaccurate external and internal information,
including budget and planning data, which could lead to inaccurate
financial forecasts and inappropriate financial decisions;
maintaining sufficient insurance coverage; environmental
regulations and related new or unexpected costs; climate change and
responses to it; prolonged power outages, shortages or capacity
constraints; the combined company’s ability to recruit or retain
key executives and qualified personnel; the ability to compete
successfully against current and future competitors; Cyxtera’s
fluctuating operating results; incurring substantial losses, as
Cyxtera has previously; Cyxtera’s ability to renew its long-term
data center leases on acceptable terms, or at all; Cyxtera’s
government contracts, which are subject to early termination,
audits, investigations, sanctions and penalties; failure to
attract, grow and retain a diverse and balanced customer base;
future consolidation and competition in Cyxtera’s customers’
industries, which could reduce the number of Cyxtera’s existing and
potential customers and make it dependent on a more limited number
of customers; Cyxtera’s reliance on third parties to provide
internet connectivity to its data centers; disruption or
termination of connectivity; government regulation; the
non-realization of the financial or strategic goals related to
acquisitions that were contemplated at the time of any transaction;
Cyxtera’s ability to protect its intellectual property rights;
Cyxtera’s ability to continue to develop, acquire, market and
provide new offerings or enhancements to existing offerings that
meet customer requirements and differentiate it from its
competitors; disruptions associated with events beyond its control,
such as war, acts of terror, political unrest, public health
concerns, labor disputes or natural disasters; sales or issuances
of shares of the combined company’s common stock may adversely
affect the market price of the combined company’s common stock; the
requirements of being a public company, including maintaining
adequate internal control over financial and management systems;
risks related to corporate social responsibility; Cyxtera’s ability
to lease available space to existing or new customers, which could
be constrained by its ability to provide sufficient electrical
power; Cyxtera’s ability to adapt to changing technologies and
customer requirements; Cyxtera’s ability to manage its growth;
risks related to litigation, securities class action or threatened
litigation which may divert management time and attention, require
Cyxtera to pay damages and expenses or restrict the operation of
its business; the volatility of the market price of the combined
company’s stock; the incurrence of goodwill and other intangible
asset impairment charges, or impairment charges to Cyxtera’s
property, plant and equipment, which could result in a significant
reduction to its earnings; U.S. and foreign tax legislation and
future changes to applicable U.S. or foreign tax laws and
regulations and/or their interpretation may have an adverse effect
on Cyxtera’s business, financial condition and results of
operations and tax rules and regulations are subject to
interpretation and require judgment by Cyxtera that may be
successfully challenged by the applicable taxation authorities upon
audit, which could result in additional tax liabilities; and
Cyxtera’s ability to use its United States federal and state net
operating losses to offset future United States federal and
applicable state taxable income may be subject to certain
limitations which could accelerate or permanently increase taxes
owed. 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 SVAC’s
final prospectus related to its initial public offering, SVAC’s
Annual Report on Form 10-K/A for the year ended December 31, 2020,
the Proxy Statement discussed above under the heading “Additional
Information and Where to Find It” and other documents filed by SVAC
from time to time with the SEC. There may be additional risks that
Cyxtera and SVAC do not presently know or that they currently
believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect Cyxtera’s and SVAC’s
expectations, plans or forecasts of future events and views as of
the date of this press release. Accordingly, you should not place
undue reliance upon any such forward-looking statements in this
press release. Neither Cyxtera, SVAC nor any of their affiliates
assume any obligation to update this press release, except as
required by law.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Transactions and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of SVAC or
Cyxtera nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210716005466/en/
Starboard Value Acquisition Corp. Dan Gagnier / Jeffrey
Matthews Gagnier Communications 646-569-5897 SVAC@gagnierfc.com
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