Horizon Acquisition Corporation (NYSE:HZAC) (“Horizon”), a publicly
traded special purpose acquisition company, announced today that in
an extraordinary general meeting on October 14, 2021, its
shareholders voted to approve its proposed business combination
(the “business combination”) with Vivid Seats Inc. (“Vivid Seats”),
one of the leading secondary ticketing marketplaces in the country.
Approximately 95.5% of the votes cast at the meeting were in favor
of the business combination.
Horizon also announced today that in a special
meeting of its public warrant holders, such holders voted to
approve its proposed warrant agreement amendment. Approximately
99.9% of the votes cast at the meeting were in favor of the warrant
agreement amendment.
The business combination is expected to close on
October 18, 2021, subject to the satisfaction of certain customary
closing conditions. Following the consummation of the business
combination, the common stock and warrants of Vivid Seats are
expected to begin trading on the Nasdaq Global Market under the
symbols “SEAT” and “SEATW,” respectively, on October 19, 2021.
About Vivid Seats Founded in
2001, Vivid Seats is a leading online ticket marketplace committed
to becoming the ultimate partner for connecting fans to the live
events, artists, and teams they love. Based on the belief that
everyone should “Experience It Live”, the Chicago-based company
provides exceptional value by providing one of the widest
selections of events and tickets in North America and an industry
leading Vivid Seats Rewards program where all fans earn on every
purchase. Vivid Seats has been chosen as the official ticketing
partner by some of the biggest brands in the entertainment industry
including ESPN, Rolling Stone, and the Los Angeles Clippers.
Through its proprietary software and unique technology, Vivid Seats
drives the consumer and business ecosystem for live event ticketing
and enables the power of shared experiences to unite people. Vivid
Seats is recognized by Newsweek as America’s Best Company for
Customer Service in ticketing. Fans who want to have the best live
experiences can start by downloading the Vivid Seats mobile app,
going to vividseats.com, or calling at 866-848-8499.
About Horizon Acquisition
CorporationHorizon Acquisition Corporation (“Horizon”) is
a blank check company formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses.
Horizon is sponsored by Horizon Sponsor LLC, an affiliate of
Eldridge Industries, LLC (“Eldridge”). Horizon is led by Todd L.
Boehly, the Co-founder, Chairman and Chief Executive Officer of
Eldridge. Horizon’s securities are traded on the New York Stock
Exchange (the “NYSE”) under the ticker symbols HZAC, HZAC WS and
HZAC.U. Learn more at www.horizonacquisitioncorp.com/.
Additional Information about the
Business Combination and Where to Find It In connection
with the proposed business combination, Vivid Seats filed a
registration statement with the SEC, which was declared effective
on September 23, 2021, and includes a proxy statement/prospectus,
and certain other related documents, to be used at the meeting of
stockholders to approve the proposed business combination.
INVESTORS AND SECURITY HOLDERS OF HORIZON ACQUISITION CORPORATION
ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT VIVID SEATS, HORIZON AND THE
BUSINESS COMBINATION. The definitive proxy statement/prospectus was
mailed to shareholders of Horizon as of a record date of September
7, 2021 established for voting on the proposed business
combination. Investors and security holders will also be able to
obtain copies of the Registration Statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC's
website at www.sec.gov.
Participants in the
SolicitationHorizon and its directors and executive
officers may be deemed participants in the solicitation of proxies
from Horizon’s members with respect to the proposed business
combination. A list of the names of those directors and executive
officers and a description of their interests in Horizon is
contained in Horizon’s filings with the SEC, including Horizon’s
annual report on Form 10-K for the fiscal year ended December 31,
2020, which was filed with the SEC on March 31, 2021 and amended on
May 10, 2021, and is available free of charge at the SEC's web site
at www.sec.gov, or by directing a request to Horizon Acquisition
Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
Additional information regarding the interests of such participants
will be set forth in the Registration Statement for the proposed
business combination when available. Vivid Seats and its directors
and executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of Horizon in
connection with the proposed business combination. A list of the
names of such directors and executive officers and information
regarding their interests in the business combination will be
contained in the Registration Statement for the proposed business
combination when available.
Caution Concerning Forward-Looking
StatementsCertain statements made in this document are
"forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995 with respect to the transaction
between Vivid Seats and including statements regarding the benefits
of the transaction, the anticipated timing of the transaction, the
services offered by Vivid Seats and the markets in which it
operates, and Vivid Seats’ projected future results. These
forward-looking statements generally are identified by the words
"estimates," "projected," "expects," "anticipates," "forecasts,"
"plans," "intends," "believes," "seeks," “targets”, "may," "will,"
"should," “would,” “will be,” “will continue,” “will likely
result,” "future," "propose," “strategy,” “opportunity” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
Vivid Seats’ or Horizon’s control, that could cause actual results
or outcomes to differ materially from those discussed in the
forward-looking statements. Important factors, among others, that
may affect actual results or outcomes include the inability to
complete the business combination (including due to the failure of
certain closing conditions); the inability to recognize the
anticipated benefits of the proposed business combination; the
inability to obtain or maintain the listing of Vivid Seats’ shares
on Nasdaq following the business combination; costs related to the
business combination; the risk that the proposed business
combination disrupts current plans and operations as a result of
the announcement and consummation of the business combination;
Horizon and Vivid Seats’ ability to manage growth; Horizon and
Vivid Seats’ ability to execute its business plan and meet its
projections; potential litigation involving Vivid Seats or Horizon;
changes in applicable laws or regulations, particularly with
respect to gaming, and general economic and market conditions
impacting demand for Vivid Seats or Horizon products and services,
and in particular economic and market conditions in the
entertainment/technology/software industry in the markets in which
Vivid Seats and Horizon operate; and other risks and uncertainties
indicated from time to time in the proxy statement/prospectus
relating to the business combination, including those under “Risk
Factors” therein, and in Horizon’s other filings with the SEC. None
of Vivid Seats or Horizon undertakes any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by
law.
No Offer or Solicitation This
press release does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction. This press release also does
not constitute an offer to sell or exchange, or the solicitation of
an offer to buy or exchange, any securities, nor will there be any
sale of securities in any states or jurisdictions in which such
offer, solicitation, or sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by
means of a prospectus meeting the requirements of section 10 of the
Securities Act of 1933, as amended, or an exemption therefrom.
Contacts:
InvestorsAshley DeSimone,
ICRAshley.DeSimone@icrinc.com 646-677-1827
Brett Milotte, ICRBrett.Milotte@icrinc.com
332-242-4344
MediaJulia Young,
ICRJulia.Young@icrinc.com 646-277-1280
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