As previously announced on August 20, 2021, Spring Valley
Acquisition Corp. (“Spring Valley”) (Nasdaq: SV, SVSVW, SVSVU)
postponed its extraordinary general meeting of shareholders (the
“Extraordinary Meeting”), originally scheduled to be held on August
20, 2021 until August 30, 2021 at 10:00 a.m., Eastern Time, (the
“Postponement”). In connection with the Postponement, the deadline
for Spring Valley’s shareholders to elect to redeem their Class A
ordinary shares has been extended until August 26, 2021 at 5:00
p.m., Eastern Time.
The Extraordinary Meeting is being held to vote on the proposals
described in Spring Valley’s definitive proxy statement, filed with
the Securities and Exchange Commission (the “SEC”) on July 26,
2021, relating to its proposed business combination with Dream
Holdings, Inc. (the “Business Combination”). The record date for
determination of shareholders entitled to vote at the Extraordinary
Meeting, including at all adjournments thereof, remains July 19,
2021. The Spring Valley Board of Directors continues to recommend
that shareholders vote in favor of the proposals.
As of the date hereof, a sufficient number of Spring Valley’s
shareholders had voted to approve the Business Combination.
However, all of the conditions to effect the closing of the
Business Combination have not yet been satisfied. At the closing of
the Business Combination, the redemption of Class A ordinary shares
will take place immediately prior to the domestication.
About Spring Valley Acquisition Corp.
Spring Valley 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 or entities. While Spring Valley may pursue an
initial business combination target in any business or industry, it
is targeting companies focusing on sustainability, including clean
energy and storage, smart grid/efficiency, environmental services
and recycling, mobility, water and wastewater management, advanced
materials and technology enabled services. Spring Valley’s sponsor
is supported by Pearl Energy Investment Management, LLC, a Dallas,
Texas based investment firm that focuses on partnering with
best-in-class management teams to invest in the North American
energy industry.
About AeroFarms, Inc.
Since 2004, AeroFarms has been leading the way for indoor
vertical farming and championing transformational innovation for
agriculture. On a mission to grow the best plants possible for the
betterment of humanity, AeroFarms is a Certified B Corporation with
global headquarters in Newark, New Jersey. Named one of the World’s
Most Innovative Companies by Fast Company two years in a row and
one of TIME’s Best Inventions in Food, AeroFarms patented,
award-winning indoor vertical farming technology provides the
perfect conditions for healthy plants to thrive, taking agriculture
to a new level of precision, food safety, and productivity while
using up to 95% less water and no pesticides ever versus
traditional field farming. AeroFarms enables local production to
safely grow all year round, using vertical farming for elevated
flavor. In addition, through its proprietary growing technology
platform, AeroFarms has grown over 550 varieties and has developed
multi-year strategic partnerships ranging from government to major
Fortune 500 companies to help uniquely solve agriculture supply
chain needs. For additional information, visit:
https://aerofarms.com/.
On March 26, 2021, AeroFarms announced a definitive business
combination agreement with Spring Valley Acquisition Corp. (Nasdaq:
SV). Upon the closing of the business combination, AeroFarms will
become publicly traded on Nasdaq under the new ticker symbol
“ARFM”. Additional information about the transaction can be viewed
here: https://aerofarms.com/investors/
Important Information and Where to Find It
Spring Valley filed the definitive proxy statement/prospectus
with the U.S. Securities and Exchange Commission (“SEC”) in
connection with the proposed Business Combination. The definitive
proxy statement/prospectus has been sent to all Spring Valley
shareholders and Spring Valley and AeroFarms will also file other
documents regarding the proposed business combination with the SEC.
Spring Valley shareholders and other interested parties are urged
to read the definitive proxy statement/prospectus and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about Spring Valley, AeroFarms and the proposed
transactions. Spring Valley shareholders and other interested
parties may obtain free copies of the definitive proxy
statement/prospectus and other documents filed with the SEC by
Spring Valley through the website maintained by the SEC at
http://www.sec.gov or by directing a request to: Spring Valley
Acquisition Corp., 2100 McKinney Ave, Suite 1675, Dallas, TX 75201
or (214) 308-5230.
Participants in the Solicitation
Spring Valley and its directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the proposed transactions. Information about the directors and
executive officers of Spring Valley is set forth in its definitive
proxy statement/prospectus (Registration Number 333-255978),
initially filed with the SEC on May 10, 2021. Additional
information regarding the participants in the definitive proxy
statement/prospectus solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, is
included in the definitive proxy statement/prospectus and other
relevant materials to be filed with the SEC regarding the proposed
transactions when they become available. Spring Valley shareholders
and other interested persons should read the definitive proxy
statement/prospectus carefully before making any voting decisions.
These documents can be obtained free of charge from the sources
indicated above.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law. Subject to certain exceptions to
be approved by the relevant regulators or certain facts to be
ascertained, the public offer will not be made directly or
indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use
of the mails or by any means or instrumentality (including
facsimile transmission, telephone and the internet) of interstate
or foreign commerce, or any facility of a national securities
exchange, of any such jurisdiction.
Forward-Looking Statements
This communication includes certain statements that are not
historical facts but 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 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 revenue and other financial and performance metrics
and projections of market opportunity and expectations, Spring
Valley’s ability to enter into definitive agreements or consummate
a transaction with AeroFarms; Spring Valley’s ability to obtain the
financing necessary consummate the proposed transactions; and the
expected timing of completion of the proposed transactions. These
statements are based on various assumptions and on the current
expectations of Spring Valley’s and AeroFarms’ 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, an assurance, a prediction or a definitive statement
of fact or probability. 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 Spring Valley and AeroFarms. These forward-looking
statements are subject to a number of risks and uncertainties,
including general economic, financial, legal, political and
business conditions and changes in domestic and foreign markets;
the inability of the parties to enter into definitive agreements or
successfully or timely consummate the proposed transactions or to
satisfy the other conditions to the closing of the proposed
transactions, including the risk that any required regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company; the risk that the approval of the Spring Valley
shareholders for the proposed transactions is not obtained; failure
to realize the anticipated benefits of the proposed transactions,
including as a result of a delay in consummating the proposed
transaction or difficulty in, or costs associated with, integrating
the businesses of Spring Valley and AeroFarms; the amount of
redemption requests made by the Spring Valley shareholders; the
occurrence of events that may give rise to a right of one or both
of Spring Valley and AeroFarms to terminate the Merger Agreement;
risks related to the rollout of AeroFarms’ business and the timing
of expected business milestones; the effects of competition on
AeroFarms’ business; and those factors discussed in Spring Valley’s
registration statement on Form S-4 (Registration Number
333-255978), initially filed with the SEC on May 10, 2021, under
the heading “Risk Factors,” and other documents of Spring Valley
filed, or to be filed, with the SEC. If the risks materialize or
assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There
may be additional risks that neither Spring Valley nor AeroFarms
presently know or that Spring Valley and AeroFarms 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 Spring Valley’s and
AeroFarms’ expectations, plans or forecasts of future events and
views as of the date of this communication. Spring Valley and
AeroFarms anticipate that subsequent events and developments will
cause their assessments to change. However, while Spring Valley and
AeroFarms may elect to update these forward-looking statements at
some point in the future, Spring Valley and AeroFarms specifically
disclaim any obligation to do so. These forward-looking statements
should not be relied upon as representing Spring Valley’s or
AeroFarms’ assessments as of any date subsequent to the date of
this communication. Accordingly, undue reliance should not be
placed upon the forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210824005303/en/
AeroFarms Contacts: Investor Relations: Jeff Sonnek ICR
Jeff.Sonnek@icrinc.com 1-646-277-1263
Media Relations: Marc Oshima AeroFarms MarcOshima@AeroFarms.com
1-917-673-4602
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