Aldel Financial Inc. (NYSE: ADF) ("Aldel" or the "Company")
today reminded stockholders that the virtual special meeting of the
stockholders to consider and vote on Aldel’s proposed business
combination with The Hagerty Group, LLC ("Hagerty"), and related
matters, is scheduled for Wednesday, December 1, 2021 at 10:00
a.m., Eastern Time.
PLEASE VOTE. YOUR VOTE COUNTS TOWARDS THE QUORUM REQUIREMENT TO
HOLD THE MEETING. THE COMPANY CANNOT HOLD THE MEETING IF THE QUORUM
REQUIREMENT IS NOT MET.
YOUR VOTE DOES NOT REQUIRE YOU TO REDEEM YOUR SHARES. WHETHER OR
NOT YOU CHOOSE TO REDEEM YOUR SHARES, THE COMPANY IS ASKING YOU TO
PLEASE VOTE.
Proxy Vote Notification
Every stockholder's vote is important, regardless of the number
of shares you hold. Accordingly, Aldel requests that each
stockholder either vote online, by telephone or complete, sign,
date and return a proxy card if it has not already done so, to
ensure that the stockholder's shares will be represented at the
Meeting.
If you fail to return your proxy card or fail to instruct your
bank, broker or other nominee how to vote, your shares will not be
counted for purposes of determining whether a quorum is present at,
and the number of votes voted at, the Meeting. Voting either “FOR”
or “AGAINST” the proposals on the proxy card will not affect your
right to redeem your shares.
Stockholders holding common stock at the close of business on
November 9, 2021 are entitled to vote at the Meeting. Meeting
materials, including the definitive proxy statement filed with the
Securities and Exchange Commission (the “SEC”) on November 10,
2021, along with a proxy card, were mailed on November 10, 2021, to
stockholders of record as of November 9, 2021.
If you have not received a copy of the meeting materials, or
need assistance with voting your shares, please contact Alliance
Advisors at 855-928-4486 or by email at
adf@allianceadvisors.com.
Redemption Election Notification
Any public stockholder who holds shares of Aldel on or before
November 29, 2021 will have the right to demand that their shares
be redeemed for a pro rata share of the aggregate amount then on
deposit in the Trust Account, less any taxes then due but not yet
paid, at the consummation of the business combination.
You should have received notification from your broker asking
you to either accept or decline the redemption offer. If you wish
to continue to hold your shares after the closing of the business
combination, and continue as a shareholder of Hagerty, Inc., you
should decline or disregard the redemption offer. If you do not
wish to continue to hold your shares as a shareholder of Hagerty,
Inc. after the business combination, you should accept the
redemption offer.
Important Information and Where To Find It
Aldel Financial Inc. (“Aldel”) has entered into that certain
Business Combination Agreement, dated as of August 17, 2021 (the
“Business Combination Agreement”), by and among Aldel, Aldel Merger
Sub LLC, a Delaware limited liability company and wholly owned
subsidiary of Aldel (“Merger Sub”), and The Hagerty Group, LLC, a
Delaware limited liability company (“Hagerty”), pursuant to which:
(a) all of the outstanding equity interests of Hagerty will be
exchanged for shares of Class V Common Stock and OpCo Units; (b)
Merger Sub will be merged with and into Hagerty (the “Merger”),
whereupon the separate limited liability company existence of
Merger Sub shall cease and Hagerty shall be the surviving company
(Hagerty following the Merger is sometimes hereinafter referred to
as the “OpCo”) and continue its existence under the Delaware
Limited Liability Company Act (the “LLC Act”); (c) the existing
limited liability company agreement of Hagerty will be amended and
restated in the form attached to the Business Combination
Agreement, to, among other things, make Aldel a member of the OpCo;
and (d) Aldel will change its name to Hagerty, Inc.(“New Hagerty”)
(the Merger and the other transactions contemplated by the Business
Combination Agreement are collectively referred to as the “Business
Combination”). In connection with the proposed Business
Combination, Aldel has filed with the SEC and has mailed the
definitive proxy statement and a proxy card to each stockholder
entitled to vote at the Special Meeting relating to the
transaction. INVESTORS AND STOCKHOLDERS OF ALDEL ARE URGED TO READ
THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION
THAT ALDEL WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALDEL,
HAGERTY AND THE BUSINESS COMBINATION. The definitive proxy
statement and other relevant materials in connection with the
transaction (when they become available), and any other documents
filed by Aldel with the SEC, may be obtained free of charge at the
SEC’s website (www.sec.gov) or by directing a request to: Aldel
Financial Inc., 105 S. Maple Street, Itasca, Illinois 60143.
Participants in the Solicitation
Aldel and its directors and executive officers may be deemed
participants in the solicitation of proxies from Aldel’s
stockholders with respect to the Business Combination. A list of
the names of those directors and executive officers and a
description of their interests in Aldel is included in the proxy
statement for the proposed Business Combination and is available at
www.sec.gov. Additional information regarding the interests of such
participants is contained in the proxy statement for the proposed
Business Combination. Information about Aldel’s directors and
executive officers and their ownership of Aldel common stock is set
forth in Aldel’s prospectus, dated April 12, 2021, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the
date of such filing. Other information regarding the interests of
the participants in the proxy solicitation is included in the proxy
statement pertaining to the proposed Business Combination. These
documents can be obtained free of charge from the sources indicated
above.
Hagerty and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
stockholders of Aldel in connection with the proposed Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
Business Combination is included in the proxy statement for the
proposed Business Combination.
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: “target,” “believe,”
“expect,” “will,” “shall,” “may,” “anticipate,” “estimate,”
“would,” “positioned,” “future,” “forecast,” “intend,” “plan,”
“project,” “outlook” and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Examples of forward-looking statements include,
among others, statements made in this communication regarding the
proposed transactions contemplated by the Business Combination
Agreement and the Subscription Agreements, including the benefits
of the Business Combination, integration plans, expected synergies
and revenue opportunities, anticipated future financial and
operating performance and results, including estimates for growth,
the expected management and governance of the combined company, and
the expected timing of the Business Combination. Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on Aldel’s and Hagerty’s
managements’ current beliefs, expectations and assumptions. Because
forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our
control. Actual results and outcomes may differ materially from
those indicated in the forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements.
Important factors that could cause actual results and outcomes to
differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence
of any event, change, or other circumstances that could give rise
to the termination of the Business Combination Agreement; (2) the
outcome of any legal proceedings that may be instituted against
Aldel or Hagerty following the announcement of the Business
Combination Agreement and the transactions contemplated therein;
(3) the inability to complete the proposed Business Combination,
including due to failure to obtain approval of the stockholders of
Aldel and Hagerty, certain regulatory approvals, or satisfy other
conditions to closing in the Business Combination Agreement; (4)
the occurrence of any event, change, or other circumstance that
could give rise to the termination of the Business Combination
Agreement or could otherwise cause the transaction to fail to
close; (5) the failure to meet the minimum cash requirements of the
Business Combination Agreement due to Aldel stockholder redemptions
and the failure to obtain replacement financing; (6) the inability
to complete the concurrent PIPE; (7) the failure to meet projected
development and production targets; (8) the impact of COVID-19
pandemic on Hagerty’s business and/or the ability of the parties to
complete the proposed Business Combination; (9) the inability to
obtain or maintain the listing of Aldel’s shares of common stock on
The New York Stock Exchange following the proposed Business
Combination; (10) the risk that the proposed Business Combination
disrupts current plans and operations as a result of the
announcement and consummation of the proposed Business Combination;
(11) the ability to recognize the anticipated benefits of the
proposed Business Combination, which may be affected by, among
other things, competition, the ability of Hagerty to grow and
manage growth profitably, and retain its key employees; (12) costs
related to the proposed Business Combination; (13) changes in
applicable laws or regulations; (14) the possibility that Aldel or
Hagerty may be adversely affected by other economic, business,
and/or competitive factors; (15) risks relating to the uncertainty
of the projected financial information with respect to Hagerty;
(16) risks related to the organic and inorganic growth of Hagerty’s
business and the timing of expected business milestones; (17) the
amount of redemption requests made by Aldel’s stockholders; and
(18) other risks and uncertainties indicated from time to time in
the final prospectus of Aldel for its initial public offering dated
April 12, 2021 filed with the SEC and the definitive proxy
statement relating to the proposed Business Combination, including
those under “Risk Factors” therein, and in Aldel’s other filings
with the SEC. Aldel cautions that the foregoing list of factors is
not exclusive. Aldel and Hagerty caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Aldel and Hagerty do not undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in their expectations or any change in events, conditions, or
circumstances on which any such statement is based, whether as a
result of new information, future events, or otherwise, except as
may be required by applicable law. Neither Hagerty nor Aldel gives
any assurance that either Hagerty or Aldel, or the combined
company, will achieve its expectations.
No Solicitation
This communication does not constitute the solicitation of a
proxy, consent or authorization with respect to the Business
Combination. This communication shall 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, or an exemption
therefrom.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211116005337/en/
Robert I. Kauffman Chief Executive Officer Aldel Financial Inc.
(847) 791-6817 info@aldelfinancial.com
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