Onyx Enterprises Int’l, Corp. (“Onyx”), owner and operator of a
leading digital commerce platform for the automotive market,
“CARiD.com,” which has entered into a definitive business
combination agreement with Legacy Acquisition Corp. (NYSE: “LGC”)
(“Legacy”), a publicly-traded special purpose acquisition company
(SPAC), today announced that the two companies will participate in
the G.research 44th Annual Automotive Symposium on November 3, 2020
at 2:30 p.m. ET.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20201102005286/en/
A live webcast of the presentation will be available at
https://www.legacyacquisition.com/blank-page.
With CARiD, Onyx has developed a distinctive proprietary
technology platform for digital commerce and fulfillment, relying
on insights extracted from nearly 14 billion data points, a
physical footprint network comprising over 2,500 shipping
locations, nearly 5,000 active brands, and machine-learning
algorithms for complex fitment industries such as vehicle parts and
accessories. In announcing their definitive business merger
agreement with Legacy, Onyx is positioned to accelerate further
growth with new cash funding resulting from the business
combination as it looks to increase its already significant
footprint in the auto aftermarket industry.
Onyx’s proprietary fitment data and algorithms used in CARiD.com
and other verticals (such as MOTORCYCLEiD, TRUCKiD, and BOATiD)
compiled over the past decade, combined with its substantial
investments in artificial intelligence and machine learning,
provide online consumers with an enhanced user experience featuring
a breadth of offerings and service levels (including search
capabilities, training and learning, and provision of data
suppliers to enhance their product information), positioning it as
a key leader in the already $400+ billion auto aftermarket
industry.
The transaction values Onyx at an estimated enterprise value of
$331.1 million, which represents a 0.7x EV / 2021E Revenue
multiple, a discount to primary publicly-listed peer, PRTS’, EV /
2021E Revenue multiple of 1.2x1 and a 16.9x EV / 2021E Adjusted
EBITDA multiple, a discount to PRTS’ EV / 2021E Adjusted EBITDA
multiple of 25.1x1. As of June 30, 2020, CARiD was well-capitalized
with approximately $45.7 million of cash on the balance sheet.
CARiD’s existing common shareholders are rolling 100% of their
equity in CARiD, which represents 67.1% of the pro forma company.
The transaction is expected to close November 2020.
About Onyx Enterprises Int’l, Corp.
Onyx is a technology-driven, digital commerce company focused on
creating custom infrastructure and unique user experiences within
niche markets. Onyx was founded in 2008 with a vision of creating a
one-stop eCommerce destination for the automotive parts and
accessories market. Onyx has since become a market leader and
proven brand-builder, fueled by its commitment to delivering a
revolutionary shopping experience; comprehensive, accurate and
varied product offerings, and continued digital commerce
innovation. For more information please visit www.onyx.com and
www.carid.com.
About Legacy Acquisition Corp.
Legacy raised $300 million in November 2017 and its securities
are listed on the New York Stock Exchange (“NYSE”). At the time of
its listing, Legacy was the only Special Purpose Acquisition
Company on the NYSE led predominantly by African American managers
and sponsor investors. Legacy was formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or similar
business combination with one or more target businesses. Legacy is
sponsored by a team of proven leaders primarily comprised of former
Procter & Gamble executives and is supported by a
founder/shareholder group of proven operationally based value
builders. These executives have extensive experience in building
brands and transforming businesses for accelerated growth. Legacy’s
founders and management expectation is that Legacy will serve as a
role model for African Americans and other underrepresented
business leaders to achieve success not just in the executive ranks
of large Corporations, but also as entrepreneurs in the productive
use of capital through mergers and acquisitions on Wall Street. For
more information please visit www.LegacyAcquisition.com.
Additional Information about the Proxy Statements
In connection with the proposed amendments (the “Warrant
Amendments”) to the Warrant Agreement between Legacy and
Continental Stock Transfer & Trust Company, dated as of
November 16, 2017, Legacy has filed a preliminary consent
solicitation statement with the SEC. Additionally, in connection
with another extension of the deadline by which Legacy must
complete the previously announced business combination of Legacy
and Onyx (the “Business Combination”), Legacy filed a preliminary
proxy statement with the SEC on October 14, 2020 and intends to
file other relevant materials with the SEC in connection therewith,
including a definitive proxy statement on Schedule 14A. Legacy’s
security holders and other interested persons are advised to read
the applicable consent solicitation statement or preliminary proxy
statement and any respective amendments thereto and other relevant
materials to be filed in connection with the Warrant Amendments and
Deadline Extension, respectively, with the SEC, including, when
available, a definitive consent solicitation statement on Schedule
14A and a definitive proxy statement on Schedule 14A and the
respective documents incorporated by reference therein, as these
materials contain and will contain important information about the
Warrant Amendments and Deadline Extension, as applicable. When
available, the definitive consent solicitation statement or
definitive proxy statement and other relevant materials for the
Warrant Amendments and Deadline Extension, respectively, will be
mailed to the applicable securityholders of Legacy as of September
30, 2020. Securityholders are able to obtain copies of the
preliminary consent solicitation statement and the preliminary
proxy statement, and, once available, will be able to obtain the
definitive consent solicitation statement and the definitive proxy
statement and other documents filed with the SEC that will be
incorporated by reference therein, without charge, at the SEC’s web
site at www.sec.gov, or by directing a request to: Legacy
Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio
45202, Attention: Secretary, (513) 618-7161.
Participants in the Solicitation
Legacy and its directors and executive officers may be deemed
participants in the solicitation of consents from Legacy’s
warrantholders with respect to the proposed amendments (the
“Warrant Amendments”) to the Warrant Agreement between Legacy and
Continental Stock Transfer & Trust Company, dated as of
November 16, 2017. A list of the names of those directors and
executive officers and a description of their interests in Legacy
will be contained in Legacy’s definitive consent solicitation
statement that will be filed with respect to the Warrant Amendments
and are contained in the preliminary consent solicitation statement
and in its annual report on Form 10-K for the fiscal year ended
December 31, 2019, as amended by an amendment on Form 10-K/A, which
were filed with the SEC and are available free of charge at the
SEC’s web site at www.sec.gov, or by directing a request to: Legacy
Acquisition Corp., 1308 Race Street, Suite 200, Cincinnati, Ohio
45202, Attention: Secretary, (513) 618-7161.
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 the proposed business combination. This press release
shall also 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 in accordance with an exemption from
registration therefrom.
Forward-Looking Statements
This press release includes “forward-looking statements.”
Legacy’s and Onyx’s actual results may differ from their
expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “propose,” “plan,”
“contemplate,” “may,” “will,” “might,” “shall,” “would,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,”
“positioned,” “goal,” “conditional,” “opportunities” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, the transaction value of the proposed business
combination, as well as the anticipated closing date of the
transaction.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside Legacy’s and Onyx’s control and are difficult to predict.
Factors that may cause such differences 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
business combination agreement, dated September 18, 2020, by and
among Legacy, Excel Merger Sub I, Inc., Excel Merger Sub II, LLC,
Onyx and Shareholder Representative Services LLC (the “Business
Combination Agreement”), (2) the outcome of any legal proceedings
that may be instituted against Legacy and other transaction parties
following the announcement of the Business Combination Agreement
and the transactions contemplated therein; (3) the inability to
complete the proposed Business Combination, including due to the
inability to satisfy conditions to closing in the Business
Combination Agreement; (4) the occurrence of any event, change or
other circumstance that could otherwise cause the Business
Combination to fail to close; (5) the receipt of an unsolicited
offer from another party for an alternative business transaction
that could interfere with the proposed Business Combination; (6)
the inability to obtain or maintain the listing of the
post-acquisition company’s Class A common stock on the NYSE (or
such other nationally recognized stock exchange on which shares of
the post-acquisition company’s Class A common stock are then
listed) following the proposed Business Combination; (7) the risk
that the proposed Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the
proposed Business Combination; (8) 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 operate cohesively as a standalone group,
grow and manage growth profitably and retain its key employees; (9)
costs related to the proposed Business Combination; (10) changes in
applicable laws or regulations; (11) the possibility that Onyx or
the combined company may be adversely affected by other economic,
business, and/or competitive factors; (12) the aggregate number of
Legacy shares tendered in the tender offer by the holders of
Legacy’s Class A common stock in connection with the proposed
Business Combination; (13) disruptions in the economy or business
operations of Onyx or its suppliers due to the impact of COVID-19;
(14) the outcome of pending legal proceedings with certain Onyx
stockholders; (15) potential adjustments to the unaudited non-GAAP
interim financial results of Onyx; and (16) other risks and
uncertainties indicated from time to time in the information
statement relating to the proposed Business Combination, including
those under “Risk Factors” therein, and in Legacy’s other filings
with the Securities and Exchange Commission (the “SEC”), including
the Definitive Information Statement and Schedule TO that were
filed with the SEC in connection with the Business Combination.
Legacy cautions that the foregoing list of factors is not
exclusive. Legacy cautions readers not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made. Legacy does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based.
1 Based on Wall Street analyst consensus estimates as of
10/12/20.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201102005286/en/
Legacy/Investors: Dawn Francfort / Brendon Frey ICR
PARTSiDIR@icrinc.com
Media: Keil Decker ICR PARTSiDPR@icrinc.com
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