Gordon Pointe Acquisition Corp. (Nasdaq: GPAQ) ("GPAQ") and HOF Village, LLC updated investors about their proposed business combination and the related special meeting of GPAQ shareholders.
As previously disclosed, on March 10, 2020, GPAQ and HOFV entered into an amendment to the definitive Merger Agreement to merge HOF Village Newco, LLC, a subsidiary of HOFV that will hold all of HOFV's operations, with and into GPAQ Acquisition Holdings, Inc., a wholly-owned subsidiary of GPAQ ("Holdings").
The amendment, among other things, amends the terms of the Merger Agreement by providing that, upon completion of the proposed business combination, GPAQ stockholders who do not exercise their redemption rights will receive 1.421333 shares of Holdings common stock to replace each one of their existing shares of GPAQ Class A common stock. Current holders of GPAQ's founder shares, including Gordon Pointe Management, LLC (the "Sponsor"), will continue to receive one share of Holdings common stock to replace each one of their existing founder shares. Further, the Sponsor has agreed to cancel up to 1,185,741 of its founder shares. The outstanding GPAQ warrants, by their terms, will be cancelled and exchanged for Holdings' warrants to purchase 1.421333 shares of Holdings common stock per warrant.
The foregoing amendments are intended to enhance the economic return to those GPAQ stockholders who do not exercise their redemption rights and who continue as stockholders of Holdings post-closing, which GPAQ's management determined to be necessary and appropriate in response to recent market conditions.
A full description of the proposed business combination is contained in GPAQ's Amendment No. 2 to definitive proxy statement dated March 19, 2020 (the "Amended Proxy Statement"), which will be mailed to shareholders of record as of a new to-be-determined record date, as discussed below. The Amended Proxy Statement amends and replaces, in its entirety, the original proxy statement which was filed with the U.S. Securities and Exchange Commission on February 14, 2020 and mailed to shareholders on or about February 26, 2020. GPAQ shareholders are urged to read the Amended Proxy Statement in place of the original proxy statement.
Special Meeting to Approve the Business Combination – New Record and Meeting Dates
In order to allow GPAQ and HOFV additional time to satisfy the conditions to closing set forth in the Merger Agreement, the special meeting of GPAQ stockholders to approve the proposed business combination, which was originally scheduled to be held on March 25, 2020, has been postponed and will now be held in early May 2020 (the "Special Meeting"), on the assumption that the proposed 45-day extension to the deadline for GPAQ to complete its initial business combination will be approved by its shareholders at its March 30, 2020 special meeting. GPAQ will also be setting a new record date for the determination of stockholders entitled to notice of and to vote at the Special Meeting. The deadline for stockholders to exercise conversion rights with respect to their shares of Class A common stock in connection with the Special Meeting will be correspondingly extended to two business days before the rescheduled Special Meeting. As a precaution due to the outbreak of Coronavirus Disease 19 (COVID-19), we are planning for the possibility that the Special Meetting may be held only through remote communication. We will issue a press release with the new meeting date and record date, together with details about how to participate.
About HOF Village, LLC
Johnson Controls Hall of Fame Village, a development of HOF Village, LLC is a multi-use sports, entertainment and media destination centered around the Pro Football Hall of Fame's campus in Canton, Ohio. It provides a themed sports, entertainment and media venue to capitalize on the popularity and fandom associated with professional football and its legendary players. HOF Village, LLC was founded by the Pro Football Hall of Fame through its wholly owned, for profit subsidiary Hall of Fame Village, Inc. and Industrial Realty Group, LLC.
About Gordon Pointe Acquisition Corp.
GPAQ is a special purpose acquisition company formed by Mr. James Dolan. GPAQ raised $125 million in its initial public offering in January of 2018. Additional information can be found at www.gordonpointe.com.
