Daniel Webster, dWeb.News Publisher
Business Combination remains subject to satisfaction of customary closing conditions, including approval of Horizon shareholders
| Source: Vivid Seats LLC
NEW YORK, Oct. 08, 2021 (GLOBE NEWSWIRE) — Horizon Acquisition Corp. (NYSE: HZAC) (“Horizon” or the “Company”) announced today that, assuming satisfaction of the conditions to the closing of its pending business combination with Vivid Seats Inc. (“Vivid Seats”) (the “Business Combination”), including approval of the Business Combination by the Company’s shareholders, Vivid Seats, as the surviving entity, intends to list its common shares and warrants on The Nasdaq Capital Market (the “Nasdaq”) under the ticker symbols “SEAT” and “SEAT WS,” respectively and that Horizon intends to voluntarily delist all of its securities from The New York Stock Exchange (“NYSE”), including each of Horizon’s units, public shares and public warrants currently listed on the NYSE under the symbols “HZAC.U,” “HZAC” and “HZAC WS,” respectively. In consideration of the Business Combination, the decision to list on Nasdaq has been made. Trading is currently expected to begin on Nasdaq on or about October 19, 2021 following the consummation of the Business Combination, which is currently expected to occur on October 18, 2021, subject to final shareholder approval at Horizon’s extraordinary general meeting on October 14, 2021, and satisfaction of other customary closing conditions. Horizon’s Class-A ordinary shares, warrants, and units will trade on the NYSE under the ticker symbols HZAC, HZAC WS, and HZAC.U until the Business Combination is completed. After the Business Combination is closed, the NYSE listing and delisting will be subject to all Nasdaq listing requirements. Horizon expects the last day of trading on the NYSE to be on or about October 18, 2021, subject to final shareholder approval at Horizon’s extraordinary general meeting on October 14, 2021, and satisfaction of other customary closing conditions.
As previously announced, the Company will hold the extraordinary general meeting at 10: 00 a.m., New York Time, on October 14, 2021, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting at https://www.cstproxy.com/horizonacquisitioncorp/sm2021. The proxy statement/prospectus regarding the Business Combination has been sent to shareholders. Shareholders are encouraged to attend the extraordinary general meeting and to vote as soon as possible by signing, dating and returning the proxy card enclosed with the Proxy Statement/Prospectus. If you have any questions, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800)-662-5200, or banks and brokers can call collect at (203)-658-9400, or by emailing HZAC.email@example.com.
About Horizon 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 and managed by Eldridge Industries, LLC (“Eldridge”), an affiliate. Todd L. Boehly is the Chairman, Co-founder and Chief Executive Officer at Eldridge. Horizon’s securities can be traded on the NYSE under the ticker symbol HZAC, HZAC WS, and HZAC.U. Learn more at https://www.horizonacquisitioncorp.com/.
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. The Chicago-based company is driven by the belief that everyone should experience it live. It offers unparalleled value with one of the largest selections of tickets and events in North America, and an industry-leading Vivid Seats Rewards program which allows all customers to earn points on every purchase. Vivid Seats was chosen by major entertainment brands such as ESPN, Rolling Stone and the Los Angeles Clippers to be their official ticketing partner. Vivid Seats’ unique software and technology enables people to connect through shared experiences and promotes ticketing. Newsweek named Vivid Seats America’s Best Company in Customer Service for 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.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed Business Combination, Horizon has filed a registration statement with the SEC on Form S-4, 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 SECURITIES OF HORIZON AQUISITION CORPORATION ARE STRONGLY RESPONSIBLE FOR READING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND OTHER RELEVANT DOCUMENTS FILED WITH SEC CAREFULLY, AND IN ITS ENTIRETY, WHEN THEY ARE AVAILABLE. THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIVIID SEATS HORIZON, VIVID SEATS BUSINESS COMBINATION The definitive proxy statement/prospectus will be 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 owners will be able to access the Registration Statement and other documents that contain important information about each company, once they have been filed with the SEC. This document can be obtained at no cost at the SEC’s website at http://www.sec.gov.
Participants in Solicitation
Horizon 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 http://www.sec.gov, or by directing a request to Horizon Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830. The Registration Statement for the proposed Business Combination will contain additional information about the interests of these participants when it becomes available. Vivid Seats, its directors and executive officials may be considered participants in the solicitation for proxies from shareholders of Horizon related to the proposed Business Combination. When available, the Registration Statement for this proposed Business Combination will contain information about the interests of these directors and executives as well as a list of their names.
Caution Concerning Forward-Looking Statements
Certain statements made in this press release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. The words “estimates”, “projected”, “anticipates,”” “forecasts,”,” plans,”,”intends,”,”believes,” and “seeks,” as well as variations of these words, or similar expressions (or negative versions thereof) are used in this press release to identify forward-looking statement. Forward-looking statements do not guarantee future performance or conditions. They involve many unknown risks, uncertainties and assumptions that could lead to actual results or outcomes that are materially different from the ones discussed in 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 to receive required shareholder approvals or the failure of other closing conditions); the inability to recognize the anticipated benefits of the proposed Business Combination; the inability to obtain the listing of Vivid Seats’ shares on the Nasdaq following the Business Combination; costs related to the Business Combination; the risk that the 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, 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; Vivid Seats’ ability to update its IT systems; developments regarding the COVID-19 pandemic; 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. Horizon and Vivid Seats are not required to make any revisions or updates to any forward-looking statements.
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 does not offer securities or solicitation to buy securities. It also does NOT constitute an offer to sell securities or solicitation to purchase securities. 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.
Ashley DeSimone, ICR
Brett Milotte, ICR
Julia Young, ICR
For more dWeb.News Business News: https://dweb.news/news-sections/business-news/
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