Roman DBDR Tech Acquisition Corp. Stockholders Approve Business Combination with CompoSecure
23 Dicembre 2021 - 10:15PM
Business Wire
Transaction Expected to Close on December 27,
2021
Roman DBDR Tech Acquisition Corp. (NASDAQ:DBDR) (“Roman DBDR”),
a special purpose acquisition company, today announced that its
stockholders have approved all proposals related to the previously
announced proposed business combination (the “Business
Combination”) with CompoSecure Holdings, L.L.C. (“CompoSecure”) a
leading provider of premium financial payment cards and emergent
provider of cryptocurrency storage and security solutions, at a
special meeting of Roman DBDR stockholders held today, December 23,
2021. A Form 8-K disclosing the full voting results is expected to
be filed with the Securities and Exchange Commission.
The closing of the Business Combination is anticipated to occur
on or about December 27, 2021. Following the closing, the combined
company will operate as CompoSecure, Inc. and its shares of Class A
common stock and publicly listed warrants are expected to trade on
Nasdaq Global Market beginning on December 28, 2021, under the
symbols “CMPO”, and “CMPOW” respectively.
About CompoSecure and Arculus
Founded in 2000, CompoSecure is a pioneer and category leader in
premium payment cards and an emergent provider of cryptocurrency
and digital asset storage and security solutions. The company
focuses on serving the affluent customers of payment card issuers
worldwide using proprietary production methods that meet the
highest standards of quality and security. The company offers
secure, innovative, and durable proprietary products that implement
leading-edge engineering capabilities and security. CompoSecure’s
mission is to increase clients’ brand equity in the marketplace by
offering products and solutions which differentiate the brands they
represent, thus elevating cardholder experience. For more
information, please visit www.composecure.com. ArculusTM was
created with the mission to promote cryptocurrency adoption by
making it safe, simple and secure for the average person to buy,
swap and store cryptocurrency. With a strong background in security
hardware and financial payments, the ArculusTM solution was
developed to allow people to use a familiar payment card form
factor to manage their cryptocurrency. For more information, please
visit www.getarculus.com.
About Roman DBDR Tech Acquisition Corp.
Roman DBDR is a special purpose acquisition 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 or entities. While
the company may pursue an initial business combination target in
any stage of its corporate evolution or in any industry or sector,
it intends to focus its search on companies in the technology,
media and telecom (“TMT”) industries. The company is led by its
Co-Chief Executive Officers, Dr. Donald G. Basile and Dixon Doll,
Jr. The Company’s experienced board of directors includes former
NVCA Chairman and longtime venture capitalist Dixon Doll, Global
Net Lease (NYSE: GNL) CEO James L. Nelson, former fund manager Paul
Misir, investment banker and investor Arun Abraham, and
entrepreneur Alan Clingman. For more information, please visit
www.romandbdr.com Roman DBDR raised $236 million in its initial
public offering (inclusive of underwriter’s exercise of
over-allotment option) in November 2020 and is listed on Nasdaq
under the symbol “DBDR”.
Forward-Looking Statements
Certain statements included in this Press Release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements include,
but are not limited to statements regarding Roman DBDR’s or
CompoSecure’s expectations, hopes, beliefs, intentions or
strategies regarding the future, including, without limitation,
statements regarding: (i) the ability of Roman DBDR and CompoSecure
to complete the proposed merger described in the Press Release,
(ii) the size, demand and growth potential of the markets for
CompoSecure’s products and CompoSecure’s ability to serve those
markets, (iii) the degree of market acceptance and adoption of
CompoSecure’s products, (iv) CompoSecure’s ability to develop
innovative products and compete with other companies engaged in the
financial services and technology industry and (v) CompoSecure’s
ability to attract and retain clients. In addition, any statements
that refer to projections, forecasts, or other characterizations of
future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking
statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding estimates and
forecasts of other financial and performance metrics and
projections of market opportunity. These statements are based on
various assumptions, whether or not identified in this Press
Release, and on the current expectations of CompoSecure’s and Roman
DBDR’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, a prediction or a
definitive statement of fact or probability. Neither Roman DBDR nor
CompoSecure gives any assurance that either Roman DBDR or
CompoSecure will achieve its expectations. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of CompoSecure and Roman DBDR. These
forward-looking statements involve a number of risks, uncertainties
(some of which are beyond Roman DBDR’s and CompoSecure’s control)
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements. These factors include, among others:
the inability to complete the proposed merger; the inability to
recognize the anticipated benefits of the proposed merger,
including due to the failure of closing conditions; and costs
related to the proposed merger. You should carefully consider the
risks and uncertainties described in the “Risk Factors” section of
the definitive proxy statement on Schedule 14A (the “Proxy
Statement”) relating to the proposed merger filed by Roman DBDR
with the U.S. Securities and Exchange Commission (the “SEC”) and
the other documents filed by Roman DBDR from time to time with the
SEC. These filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements.
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that none of Roman DBDR or CompoSecure presently
know or that Roman DBDR or CompoSecure 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 Roman DBDR’s and CompoSecure’s
expectations, plans or forecasts of future events and views as of
the date of this Press Release. Roman DBDR and CompoSecure
anticipate that subsequent events and developments will cause Roman
DBDR’s and CompoSecure’s assessments to change. However, while
Roman DBDR and CompoSecure may elect to update these
forward-looking statements at some point in the future, Roman DBDR
and CompoSecure specifically disclaim any obligation to do so.
These forward-looking statements should not be relied upon as
representing Roman DBDR’s and CompoSecure’s assessments as of any
date subsequent to the date of this Press Release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements. Certain market data information in this Press Release
is based on the estimates of CompoSecure and Roman DBDR
management.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211223005428/en/
CompoSecure Media: Wes Robinson 626-201-2928
wrobinson@olmsteadwilliams.com
CompoSecure Media: Brian Ruby ICR for CompoSecure (203) 682-8268
CompoSecure-PR@icrinc.com
CompoSecure Investor: Marc Griffin ICR for CompoSecure (646)
277-1290 CompoSecure-IR@icrinc.com
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