East Resources Acquisition Company Signs Letter of Intent for a Business Combination
19 Luglio 2022 - 11:00PM
Business Wire
East Resources Acquisition Company (NASDAQ: ERES) (the
“Company”) today announced that it has entered into a non-binding
letter of intent (“LOI”) for a business combination with a
vertically integrated alternative asset manager specializing in
specialty insurance products, with a focus on origination, asset
management, valuation and servicing (the “Target”).
The Target has an experienced management team that has built the
business into a market sector leader and demonstrated an ability to
drive growth and continuously scale the business. The Company
expects that it can offer the Target its resources, its experience
and its network of relationships to support the Target’s growth and
access to more attractive financing terms through access to public
markets, making this an attractive potential business combination
for the Company’s stockholders. Under the terms of the LOI, the
Company and Target would become a combined entity, with the
Target’s existing equityholders rolling over 100% of their equity
into the combined public company.
The Company expects to announce additional details regarding the
proposed business combination when a definitive agreement is
executed, which is expected later in the third quarter of 2022.
No assurances can be made that the parties will successfully
negotiate and enter into a definitive agreement, or that the
proposed transaction will be consummated on the terms or timeframe
currently contemplated, or at all. Any transaction would be subject
to board and equityholder approval of both companies, regulatory
approvals and other customary conditions. The Company is holding a
special meeting of its stockholders on July 25, 2022 to extend the
date by which the Company must consummate a business combination
from July 27, 2022 to January 27, 2023, and the proposed
transaction would be subject to approval of such proposal by the
Company’s stockholders.
ABOUT EAST RESOURCES ACQUISITION COMPANY
East Resources Acquisition Company, led by Terrence (Terry) M.
Pegula, is a blank check company formed for the purpose of entering
into a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses in North America.
IMPORTANT INFORMATION AND WHERE TO FIND IT
The Company has mailed to its stockholders of record as of June
27, 2022 a definitive proxy statement (the “Extension Proxy
Statement”) for a special meeting of stockholders to be held on
July 25, 2022 to extend the date by which the Company must
consummate a business combination from July 27, 2022 to January 27,
2023 (the “Extension Amendment Proposal”). Stockholders may obtain
a copy of the Extension Proxy Statement, without charge, by
directing a request to: East Resources Acquisition Company, 7777 NW
Beacon Square Boulevard, Boca Raton, Florida 33487. The Extension
Proxy Statement can also be obtained, without charge, at the U.S.
Securities and Exchange Commission’s (the “SEC”) website,
www.sec.gov.
If a legally binding definitive agreement with respect to the
proposed business combination is executed, the Company intends to
file a preliminary proxy statement (a “Deal Proxy Statement”) with
the SEC. A definitive Deal Proxy Statement will be mailed to
stockholders of the Company as of a record date to be established
for voting on the proposed transaction. Stockholders will also be
able to obtain a copy of the Deal Proxy Statement, without charge,
by directing a request to: East Resources Acquisition Company, 7777
NW Beacon Square Boulevard, Boca Raton, Florida 33487. The
preliminary and definitive Deal Proxy Statements, once available,
can also be obtained, without charge, at the SEC’s website,
www.sec.gov.
The Company urges investors, stockholders and other interested
persons to read the Extension Proxy Statement and, when available,
the preliminary Deal Proxy Statement as well as other documents
filed with the SEC because these documents do and will contain
important information about the Company, the Extension Amendment
Proposal, the Target and the proposed transaction.
PARTICIPANTS IN THE SOLICITATION
The Company and its directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the Extension Amendment Proposal and the potential transaction
described herein under the rules of the SEC. Information about the
directors and executive officers of the Company is set forth in the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, which was filed with the SEC on June 22, 2022.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the stockholders
in connection with the potential transaction will be set forth in
the Deal Proxy Statement when it is filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above.
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 an exemption therefrom.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
“forward-looking statements.” Forward-looking statements are
subject to numerous conditions, many of which are beyond the
control of the Company, including those set forth in the Risk
Factors section of the Company’s Annual Report on Form 10-K filed
with the SEC and available on the SEC’s website, www.sec.gov. The
Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20220719006086/en/
Investor Contact: Kelly Seward Email: info@eastresources.com
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