Haymaker Acquisition Corp. Stockholders Overwhelmingly Approve Business Combination with OneSpaWorld
NEW YORK, March 06, 2019 (GLOBE NEWSWIRE) -- Haymaker Acquisition Corp. (NASDAQ: HYAC) (“Haymaker”), a publicly traded special purpose acquisition company, and OneSpaWorld (“OSW”), the pre-eminent global provider of health and wellness products and services onboard cruise ships and in destination resorts around the world, today, announced that the business combination was approved by Haymaker’s stockholders. The transaction is expected to close on or prior to March 31, 2019 subject to the satisfaction of customary closing conditions.
At the Special Meeting, more than 96% of the issued and outstanding shares which voted were voted in favor of the business combination. Of the 33,000,000 shares of Haymaker Class A common stock outstanding, only 3.9% of stockholders validly elected to redeem their shares.
Consistent with the terms of the business combination, at the closing, Haymaker and OSW will combine under a new holding company, OneSpaWorld Holdings Limited (“OSW Holdings”), which is expected to be listed on the Nasdaq Stock Market under the symbol “OSW.”
Commenting on the vote from OneSpaWorld, Leonard Fluxman, Executive Chairman of OSW, stated: “Today marked an exciting step for OneSpaWorld, as stockholders of Haymaker approved the business combination. We believe the strong vote reflects the confidence of investors in our ability to continue our proven track record of success supported by a visible path to achieve our goals. I look forward to OSW re-entering the public markets, as a pure-play global leader in health and wellness at sea and on land and delivering strong sales and profit growth for our stockholders.”
Remarking from Haymaker, Steven Heyer, CEO and Chairman, and Andrew Heyer, President, stated: “We are delighted to announce stockholders approved our business combination with OSW – a global leader in health and wellness on cruise ships and at destination resorts. We now turn to working towards the closing and supporting our OneSpaWorld team to reach their long term targets.”
Commenting from L Catterton, Marc Magliacano, Managing Partner who will join the Board of Directors of OSW, stated: “We are very pleased to have the support of Haymaker stockholders and are equally excited to watch OSW continue its successful growth as it reenters the public markets later this month.”
Haymaker is a $330 million blank check company led by Steven Heyer. Haymaker was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more target businesses. The executives of Haymaker are experienced at recognizing and quantifying the value of brands and creating strategies to reposition those brands to reach their full market potential. For more information about Haymaker, please visit www.haymakeracquisition.com.
Headquartered in Nassau, Bahamas, OSW is one of the largest health and wellness services companies in the world. OSW’s distinguished centers offer guests a comprehensive suite of premium health, fitness, beauty and wellness services, treatments, and products aboard 164 cruise ships and at 67 destination resorts around the world. OSW holds the leading market position within the fast-growing international leisure market and has been built upon its exceptional service standards, expansive global recruitment, training and logistics platforms, and a history of service and product innovation that has enhanced its guests’ health, fitness, beauty, and wellness while vacationing for over 50 years.
About L Catterton:
With over $15 billion of equity capital across six fund strategies in 17 offices globally, L Catterton is the largest consumer-focused private equity firm in the world. L Catterton’s team of more than 150 investment and operating professionals partners with management teams around the world to implement strategic plans to foster growth, leveraging deep category insight, operational excellence, and a broad thought partnership network. Since 1989, the firm has made over 200 investments in leading consumer brands. L Catterton was formed through the partnership of Catterton, LVMH, and Groupe Arnault. For more information about L Catterton, please visit www.lcatterton.com.
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of Haymaker, Steiner Leisure and OSW may differ from their actual results and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations with respect to future performance including projected financial information (which is not audited or reviewed by auditors) and anticipated financial impacts of the proposed transaction, the satisfaction of the closing conditions to the proposed transaction, and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of the control of Haymaker, Steiner Leisure and OSW and are difficult to predict. Factors that may cause such differences include, but are not limited to: (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 the parties following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the proposed transaction, including due to failure to satisfy 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 receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the Business Combination; (6) the inability to obtain or maintain the listing of OSW’s securities on Nasdaq following the Business Combination; (7) the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; (8) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of OSW to grow and manage growth profitably and retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the demand for OSW’s services together with the possibility that OSW may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties included in (x) the “Risk Factors” sections of the most recent Annual Report on Form 10-K filed with the SEC by Haymaker and the Registration Statement and (y) other documents filed or to be filed with the SEC by Haymaker and OSW. Haymaker cautions that the foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Haymaker, Steiner Leisure and OSW 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.
This communication is for informational purposes only and 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 of 1933, as amended.
ICR for Haymaker and OneSpaWorld
Allison Malkin, 203-682-8225
Jennifer Davis, 646-677-1813
Jim Furrer, 646-677-1808
For L Catterton
Andi Rose / Andrew Squire
Joele Frank, Wilkinson Brimmer Katcher