NEW
YORK, July 20, 2022 /PRNewswire/ -- CC Neuberger
Principal Holdings II (NYSE: PRPB) ("CC Neuberger"), a publicly
traded special purpose acquisition company formed through a
partnership between CC Capital and Neuberger Berman, announced that
at its Extraordinary General Meeting of Shareholders held on
July 19, 2022, CC Neuberger
shareholders voted to approve and adopt the previously announced
business combination with Getty Images, a preeminent global visual
content creator and marketplace.
The formal results of the vote are included in a Current Report
on Form 8-K filed by CC Neuberger with the Securities and Exchange
Commission (the "SEC").
The business combination is expected to close on July 22, 2022, subject to the satisfaction or
waiver of customary closing conditions. Upon closing of the
business combination, the combined company will change its
name to Getty Images Holdings, Inc., and common stock and warrants
of the combined company are expected to begin trading on the New
York Stock Exchange on July 25, 2022,
under the symbol "GETY" and "GETY WS," respectively.
Craig Peters, CEO of Getty
Images, said: "We are pleased the shareholders approved our merger
with CC Neuberger, and we look forward to returning to public
markets. As a public company we will continue moving the world with
content that we believe can't be found anywhere else, advanced
technology, exclusive partnerships with some of the best visual
creators in the world, and an archive dating back to the beginning
of photography and videography."
About CC Neuberger Principal Holdings II
CC Neuberger Principal Holdings II is a special purpose
acquisition company that completed its initial public offering in
July 2020, raising $828 million in proceeds. Formed and led by
Chinh E. Chu, Douglas Newton, Jason K.
Giordano, Matthew Skurbe,
Charles Kantor and other senior
professionals of CC Capital and Neuberger Berman, CC Neuberger
Principal Holdings II is a blank check company formed for the
purpose of entering into a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses.
About Getty Images
Getty Images is a preeminent global visual content creator and
marketplace that offers a full range of content solutions to meet
the needs of any customer around the globe, no matter their size.
Through its Getty Images, iStock and Unsplash brands,
websites and APIs, Getty Images serves customers in almost every
country in the world and is the first-place people turn to
discover, purchase and share powerful visual content from the
world's best photographers and videographers. Getty Images works
with over 488,000 contributors and more than 300 premium content
partners to deliver this powerful and comprehensive content. Each
year Getty Images covers approximately 160,000 news, sport and
entertainment events providing depth and breadth of coverage
that is unmatched. Getty Images maintains one of the largest and
best privately-owned photographic archives in the world with
millions of archive images dating back to the beginning of
photography.
For company news and announcements, visit our Press
Room.
Additional Information and Where to Find It
In connection with the business combination (the "Business
Combination"), among Griffey Global Holdings, Inc. (the "Company"),
CC Neuberger, Vector Holding, LLC ("New CCNB") and the other
parties to a definitive business combination agreement (the
"Business Combination Agreement"), New CCNB has filed a
registration statement on Form S-4 (File No. 333-262203) (as may be
amended from time to time, the "Registration Statement") that
includes a proxy statement and a prospectus of New CCNB, which was
declared effective on June 30, 2022,
and CC Neuberger mailed a definitive proxy statement/prospectus
relating to the Business Combination to CC Neuberger's
shareholders. The Registration Statement, including the proxy
statement/prospectus contained therein, contained important
information about the Business Combination and the other matters
that were voted upon at a meeting of CC Neuberger's shareholders
held to approve the Business Combination (and related matters). New
CCNB and CC Neuberger may also file other documents with the SEC
regarding the Business Combination. CC Neuberger shareholders and
other interested persons are advised to read the definitive proxy
statement/prospectus and other documents filed in connection with
the Business Combination, as these materials contain important
information about New CCNB, CC Neuberger, the Company and the
Business Combination.
Shareholders may also obtain copies of the definitive proxy
statement/prospectus and other documents filed with the SEC by CC
Neuberger through the website maintained by the SEC at www.sec.gov,
or by directing a request to CC Neuberger Principal Holdings II,
200 Park Avenue, 58th Floor, New York,
New York 10166.
Participants in the Solicitation
CC Neuberger, the Company and their respective directors and
officers may be deemed participants in the solicitation of proxies
of CC Neuberger shareholders in connection with the business
combination. CC Neuberger shareholders and other interested persons
may obtain, without charge, more detailed information regarding the
directors and officers of CC Neuberger and a description of their
interests in CC Neuberger is contained in CC Neuberger's final
prospectus related to its initial public offering, dated
July 30, 2020 and in CC Neuberger's
and New CCNB's subsequent filings with the SEC. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to CC Neuberger
shareholders in connection with the business combination and other
matters that were voted upon at the Shareholder Meeting are set
forth in the Registration Statement for the business combination.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the business
combination has been included in the Registration Statement that CC
Neuberger filed with the SEC. Shareholders are able to obtain
copies of the definitive proxy statement/prospectus and other
documents filed with the SEC without charge at the SEC's website at
www.sec.gov or by directing a request to: CC Neuberger Principal
Holdings II, 200 Park Avenue, 58th Floor, New York, NY.
Forward-Looking Statements
This report may contain a number of "forward-looking statements"
as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include information concerning CC
Neuberger's or the Company's possible or assumed future results of
operations, business strategies, debt levels, competitive position,
industry environment, potential growth opportunities and the
effects of regulation, including whether the business combination
will generate returns for shareholders. These forward-looking
statements are based on CC Neuberger's or the Company's
management's current expectations, estimates, projections and
beliefs, as well as a number of assumptions concerning future
events. When used in this report, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" 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 the Company's or CC Neuberger 's
management's control, that could cause actual results to differ
materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the business combination;
(b) the outcome of any legal proceedings that may be
instituted against CC Neuberger, the combined company or others
following the announcement of the business combination and any
definitive agreements with respect thereto; (c) the inability to
complete the business combination due to the failure to satisfy the
conditions to closing;
(d) changes to the proposed structure of the business
combination that may be required or appropriate as a result of
applicable laws or regulations or as a condition to obtaining
regulatory approval of the business combination; (e) the
ability to meet the applicable stock exchange listing standards
following the consummation of the business combination; (f) the
inability to complete the private placement transactions
contemplated by the Business Combination Agreement and related
agreements and the transactions contemplated by the forward
purchase agreement or backstop agreement or close the sale of the
forward purchase securities or backstop securities, as applicable;
(g) the risk that the business combination disrupts current plans
and operations of the Company or its subsidiaries as a result of
the announcement and consummation of the transactions described
herein; (h) the ability to recognize the anticipated benefits of
the business combination, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth profitably, maintain relationships with customers
and suppliers and retain its management and key employees; (i)
costs related to the business combination; (j) changes in
applicable laws or regulations, including legal or regulatory
developments (such as the SEC's statement on accounting and
reporting considerations for warrants in special purpose
acquisition companies) which could result in the need for CC
Neuberger to restate its historical financial statements and cause
unforeseen delays in the timing of the business combination and
negatively impact the trading price of CC Neuberger's securities
and the attractiveness of the business combination to investors;
(k) the possibility that the Company may be adversely affected by
other economic, business, and/or competitive factors; (l) the
Company's estimates of expenses and profitability and (m) other
risks and uncertainties indicated from time to time in the final
prospectus of CC Neuberger, including those under "Risk Factors"
therein, and other documents filed or to be filed with the SEC by
CC Neuberger. You are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made.
Forward-looking statements speak only as of the date they are
made. Readers are cautioned not to put undue reliance on
forward-looking statements, and the Company and CC Neuberger assume
no obligation and, except as required by law, do not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise. Neither the
Company nor CC Neuberger gives any assurance that either the
Company or CC Neuberger will achieve its expectations.
Disclaimer
This press release relates to a proposed business combination
between the Company and CC Neuberger. This document does not
constitute an offer to sell or exchange, or the solicitation of an
offer to buy or exchange, any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Contacts
Getty Images
Anne
Flanagan
Anne.flanagan@gettyimages.com
CC Neuberger Principal Holdings II
CC
Capital
Jon Keehner,
Tim Ragones and Erik Carlson
Joele Frank, Wilkinson Brimmer
Katcher
215-355-4449
Neuberger Berman
Alex
Samuelson
Alexander.samuelson@nb.com
212-476-5392
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SOURCE CC Neuberger Principal Holdings II