Cazoo Holdings Limited (“Cazoo” or “the Company”), the UK’s
leading online car retailer, which makes buying a car as simple and
seamless as purchasing any other product online and Ajax I (“AJAX”)
(NYSE: AJAX), a publicly-traded special purpose acquisition company
(“SPAC”), today announced that a preliminary proxy
statement/registration statement on Form F-4 has been filed with
the U.S. Securities and Exchange Commission (“SEC”) in connection
with the previously announced business combination transaction
between Cazoo and AJAX. The filing can be accessed at
https://ajaxcap.com/ or by searching for AJAX I on the SEC’s
website at https://www.sec.gov/edgar.shtml.
While the information in the preliminary proxy statement filed
today is subject to change, it provides important information about
AJAX’s proposed business combination with Cazoo. AJAX currently
anticipates holding a shareholder meeting with respect to the
business combination in the third quarter of 2021.
As previously announced on March 29, 2021, upon closing of the
business combination, AJAX will be renamed “Cazoo” and is expected
to remain listed on the New York Stock Exchange under a new ticker
“CZOO.” As part of the deal, Cazoo will retain its highly
experienced management team, led by Founder and CEO Alex Chesterman
OBE.
This transaction will support Cazoo’s mission to continue to
transform the car buying experience across Europe, with the
proceeds funding the further build out of its brand and
infrastructure. With its best-in-class and unique consumer
proposition and fully integrated model, Cazoo is well positioned to
take advantage of the shift to online car buying and disrupt the
huge and highly fragmented European car buying market.
The transaction includes an $800 million fully committed PIPE at
$10.00 per share led by the AJAX sponsor team and D1 Capital
Partners, and joined by new and existing investors including
Altimeter, funds & accounts managed by BlackRock, Counterpoint
Global (Morgan Stanley) and Fidelity Management and Research
Company LLC, Marcho Partners, Mubadala Capital, Pelham Capital,
Senator Investment Group and Spruce House Partnership. The AJAX
sponsor team, led by Dan Och, and including Glenn Fuhrman, Steve
Ells, Jim McKelvey, Kevin Systrom and Anne Wojcicki have committed
$200 million to the PIPE.
Assuming no redemptions and after accounting for cash proceeds
payable to the existing Cazoo shareholders, the transaction will
deliver approximately $1.0 billion in gross cash proceeds to the
combined company, enabling Cazoo to further build out its brand and
infrastructure and supporting Cazoo’s mission to continue to
transform the car buying experience across Europe.
About Cazoo - www.cazoo.co.uk
Cazoo’s mission is to transform the car buying experience for
consumers across the UK and Europe by providing better selection,
quality, transparency, convenience, flexibility and peace of mind.
Cazoo aims to make buying a car no different to any other product
online today, where consumers can simply and seamlessly purchase,
finance or subscribe to a car entirely online for either delivery
or collection in as little as 72 hours. Cazoo was founded in 2018
by serial entrepreneur Alex Chesterman OBE, has a highly
experienced management team and is backed by some of the leading
global technology investors.
About AJAX – www.ajaxcap.com
AJAX is a blank check company whose purpose is to effect a
merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses. AJAX was founded by renowned US investor Dan Och in
partnership with Glenn Fuhrman and strategic advisors including
Steve Ells (founder, Chipotle), Jim McKelvey (co-founder, Square),
Kevin Systrom (co-founder, Instagram) and Anne Wojcicki
(co-founder, 23andMe).
Additional information and Where to Find It
This communication relates to a proposed business combination
among Cazoo Holdings Limited (“Cazoo”), Ajax I (“AJAX”) and Capri
Listco (“Newco”). In connection with the proposed business
combination Newco has filed a registration statement on Form F-4
that includes a preliminary proxy statement of AJAX in connection
with AJAX’s solicitation of proxies for the vote by AJAX’s
shareholders with respect to the proposed business combination and
a preliminary prospectus of Newco. The proxy statement/prospectus
will be sent to all AJAX shareholders and Newco and AJAX will also
file other documents regarding the proposed business combination
with the SEC. This communication does not contain all the
information that should be considered concerning the proposed
business combination and is not intended to form the basis of any
investment decision or any other decision in respect of the
business combination. Before making any voting or investment
decision, investors and security holders are urged to read the
registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
in connection with the proposed business combination as they become
available because they will contain important information about the
proposed transaction. Investors and security holders may obtain
free copies of the registration statement, proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by AJAX and Newco through the website
maintained by the SEC at www.sec.gov. In addition, the documents
filed by AJAX may be obtained free of charge from AJAX’s website at
https://ajaxcap.com or by written request to AJAX at 667 Madison
Avenue, New York, NY 10065 and documents filed by Cazoo may be
obtained free of charge from Cazoo’s website at
https://www.cazoo.co.uk or by written request to Cazoo at 41-43
Chalton St, Somers Town, London NW1 1JD, United Kingdom.
Participants in Solicitation
AJAX, Newco and Cazoo and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from AJAX’s shareholders with respect to
the proposed business combination. You can find information about
AJAX’s directors and executive officers and their ownership of
AJAX’s securities in AJAX’s final prospectus relating to its
initial public offering, dated October 27, 2020, which was filed
with the SEC on October 28, 2020 and is available free of charge at
the SEC’s web site at www.sec.gov. Additional information regarding
the participants in the solicitation of proxies from AJAX’s
shareholders and their direct and indirect interests will be
included in the proxy statement/prospectus for the proposed
business combination when it becomes available. Shareholders,
potential investors and other interested persons should read the
proxy statement/prospectus carefully when it becomes available
before making any voting or investment decisions. You may obtain
free copies of these documents from the sources indicated
above.
No Offer or Solicitation
This communication does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation, sale or exchange 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.
Forward-Looking Statements
This communication contains certain forward-looking statements
within the meaning of the federal securities laws with respect to
the proposed business combination, including statements regarding
the benefits of the transaction, the anticipated timing of the
transaction, the services offered by Cazoo and the markets in which
it operates, and Cazoo’s projected future results. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this communication, including but not
limited to: (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed business combination; (2) the outcome of any legal
proceedings that may be instituted against AJAX, Cazoo, Newco or
others following the announcement of the proposed business
combination and any definitive agreements with respect thereto; (3)
the inability to complete the proposed business combination due to
the failure to obtain approval of the shareholders of AJAX, to
obtain financing to complete the proposed business combination or
to satisfy other conditions to closing; (4) changes to the proposed
structure of the proposed business combination that may be required
or appropriate as a result of applicable laws or regulations or as
a condition to obtaining regulatory approval of the proposed
business combination; (5) the ability to meet stock exchange
listing standards following the consummation of proposed business
combination; (6) the risk that the proposed business combination
disrupts current plans and operations of AJAX or Cazoo as a result
of the announcement and consummation of the proposed business
combination; (7) the ability to recognize the anticipated benefits
of the proposed business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (8) costs related to the proposed
business combination; (9) changes in applicable laws or regulations
and delays in obtaining, adverse conditions contained in, or the
inability to obtain regulatory approvals required to complete the
proposed business combination; (10) the possibility that AJAX,
Cazoo or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (11) the impact of
COVID-19 on Cazoo’s business and/or the ability of the parties to
complete the proposed business combination; (12) Cazoo’s estimates
of expenses and profitability and underlying assumptions with
respect to shareholder redemptions and purchase price and other
adjustments; and (13) other risks and uncertainties set forth in
the sections entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in Newco’s preliminary proxy
statement/prospectus relating to the proposed business combination,
dated May 14, 2021.
The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of AJAX’s
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and
other documents filed by AJAX from time to time with the SEC and
the registration statement on Form F-4 and proxy
statement/prospectus discussed above. 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. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Cazoo, AJAX and
Newco assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. None of Cazoo, AJAX or
Newco gives any assurance that any of Cazoo, AJAX or Newco will
achieve its expectations.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved.
Any financial and capitalization information or projections in
this communication are forward-looking statements that are based on
assumptions that are inherently subject to significant
uncertainties and contingencies, many of which are beyond the
control of AJAX, Newco and Cazoo. While such information and
projections are necessarily speculative, AJAX, Newco and Cazoo
believe that the preparation of prospective financial information
involves increasingly higher levels of uncertainty the further out
the projection extends from the date of preparation. The
assumptions and estimates underlying the projected results are
inherently uncertain and are subject to a wide variety of
significant business, economic and competitive risks and
uncertainties that could cause actual results to differ materially
from those contained in the projections. The inclusion of financial
information or projections in this communication should not be
regarded as an indication that AJAX, Newco or Cazoo, or their
respective representatives and advisors, considered or consider the
information or projections to be a reliable prediction of future
events.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210514005551/en/
Media: Cazoo: Lawrence Hall, Group Communications
Director, lawrence.hall@cazoo.co.uk Brunswick: Chris Blundell /
Simone Selzer +44 20 7404 5959 / cazoo@brunswickgroup.com
AJAX: Gagnier Communications, Dan Gagnier / Jeff Mathews +1
646-569-5897 / ajax@gagnierfc.com
Investor Relations: ICR for Cazoo-cazoo@icrinc.com
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