As previously announced, GP Investments Acquisition Corp., a Cayman Islands exempted company limited by shares (GPIAC) entered into an Agreement and Plan of Merger, dated May 16, 2017 (as amended from time to time, the Merger Agreement), by and among GPIAC, Lets Go Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of GPIAC (Merger Sub), Rimini Street, Inc., a Nevada corporation (Rimini Street), and the Holder Representative thereunder, to which, among other things, Rimini Street will merge with and into GPIAC. On June 30, 2017, the parties thereto entered into Amendment No. 1 to the Merger Agreement (the Merger Agreement Amendment).

to the Merger Agreement Amendment the parties agreed to, among other things: (1) amend the provision of the Merger Agreement relating to cash payments to be made to former employees and former service providers of Rimini Street who hold outstanding options that have not been exercised by the first effective time, (2) update the capitalization of GPIAC referred to in the merger agreement to reflect the number of public shares redeemed by GPIAC on May 25, 2017, (3) provide that the mutual closing condition requiring a minimum of $50,000,000 of GPIAC available cash includes (rather than excludes) the amount of $6,037,500 that will be paid in respect of deferred underwriting commissions, and (4) delete the provision of the Merger Agreement requiring GPIAC to adopt an employee stock purchase plan.

The foregoing description of the Merger Agreement Amendment is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment filed with this Current Report on Form 8-K as Exhibit 2.1 and which is incorporated by reference herein.

Item 8.01.

Other Events

The Merger Agreement provides that GPIAs, Merger Subs and Rimini Streets obligations to consummate the transactions contemplated by the Merger Agreement are conditioned upon, among other things, expiration or termination of all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). On June 2, 2017, Rimini Street and GPIA made the filings required to be made under the HSR Act. On June 28, 2017, the U.S. Federal Trade Commission notified Rimini Street that early termination of the waiting period under the HSR Act was granted, effective immediately. Therefore, the closing condition of the Merger Agreement relating to the expiration or termination of the applicable waiting period under the HSR Act has been satisfied.

Forward Looking Statements

Certain statements included in this communication are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as may, should, would, plan, intend, anticipate, believe, estimate, predict, potential, seem, seek, continue, future, will, expect, outlook or other similar words, phrases or expressions. These forward-looking statements include, but are not limited to, statements regarding the proposed transaction between GPIAC and Rimini Street. These statements are based on the current expectations of GPIAC and Rimini Street management and are not predictions of actual performance. These statements are subject to a number of risks and uncertainties regarding GPIACs and Rimini Streets respective businesses and the transaction, and actual results may differ materially. These risks and uncertainties include, but are not limited to, failure to achieve the necessary shareholder approval for the proposed extension of the date by which GPIAC must consummate an initial business combination; changes in the business environment in which GPIAC and Rimini Street operate, including inflation and interest rates, and general financial, economic, regulatory and political conditions affecting the industry in which Rimini Street operates; adverse litigation developments; inability to refinance existing debt on favorable terms; changes in taxes, governmental laws, and regulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of GPIACs or Rimini Streets management team; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that the required regulatory approvals are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the transaction or that the approval of the stockholders of GPIAC and/or the stockholders of Rimini Street for the transaction is not obtained; failure to realize the anticipated benefits of the transaction, including as a result of a delay in consummating the transaction or a delay or difficulty in integrating the businesses of GPIAC and Rimini Street; uncertainty as to the long-term value of GPIAC common stock; the inability to realize the expected amount and timing of cost savings and operating synergies; those discussed in GPIACs Annual Report on Form 10-K for the year ended December 31, 2016 under the heading Risk Factors, as updated from time to time by GPIACs Quarterly Reports on Form 10-Q and other documents of GPIAC on file with the Securities and Exchange Commission (SEC) or in the joint proxy statement/prospectus that will be filed with the SEC by GPIAC. There may be additional risks that neither GPIAC nor Rimini Street presently know or that GPIAC and Rimini Street 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 provide GPIACs and Rimini Streets expectations, plans or forecasts of future events and views as of the date of this communication. GPIAC and Rimini Street anticipate that subsequent events and developments will cause GPIACs and Rimini Streets assessments to change. However, while GPIAC and Rimini Street may elect to update these forward-looking statements at some point in the future, GPIAC and Rimini Street specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing GPIACs and Rimini Streets assessments as of any date subsequent to the date of this communication.

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 buy or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction in connection with the proposed business combination between Rimini Street and GPIAC or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Important Information For Investors And Stockholders

In connection with the transactions referred to in this communication, GPIAC expects to file a registration statement on Form S-4 with the SEC containing a preliminary joint proxy statement of GPIAC and Rimini Street that also constitutes a preliminary prospectus of GPIAC. After the registration statement is declared effective GPIAC and Rimini Street will mail a definitive joint proxy statement/prospectus to stockholders of GPIAC and stockholders of Rimini Street.

This communication is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that GPIAC may file with the SEC and send to GPIACs stockholders and/or Rimini Streets stockholders in connection with the proposed transactions. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of the joint proxy statement/prospectus (when available) and other documents filed with the SEC by GPIAC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by GPIAC are available free of charge by contacting GPIAC at 150 E. 52nd Street, Suite 5003, New York, New York 10022, Attn: Investor Relations.

Participants in the Solicitation

GPIAC and its directors and executive officers and other persons may be may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. GPIAC and Rimini Street and their respective directors and certain of their respective executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of GPIAC is set forth in its Annual Report on Form 10-K for the year ended December 31, 2016, which was filed with the SEC on March 16, 2017. Additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

GP Investments Acquisition Corp. Exhibit
EX-2.1 2 s001739x2_ex2-1.htm EXHIBIT 2.1 Exhibit 2.1   GP Investments Acquisition Corp. 150 E. 52nd Street,…
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