GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) Files An 8-K Regulation FD Disclosure
Item 7.01.
| Regulation FD Disclosure. |
Attached as Exhibit 99.1 to this Current Report and incorporated
into this Item 7.01 by reference is the investor presentation
that will be used by Rimini Street, Inc., a Nevada corporation
(Rimini Street), in making presentations at the Cowen
Technology, Media Telecom Conference on May 31, 2017, with
respect to the transactions contemplated by the Agreement and
Plan of Merger, dated May 16, 2017, by and among GP Investments
Acquisition Corp., a Cayman Islands exempted company limited by
shares (the GPIAC), Let’s Go Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of GPIAC,
Rimini Street, and the Holder Representative named therein.
The investor presentation attached as Exhibit 99.1 is being
furnished and shall not be deemed to be filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, as amended
(the Exchange Act), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act.
| Item 8.01. | Other Events. |
Item 7.01 above is incorporated into this Item 8.01 by reference.
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
our industry, future events, the proposed transaction between
GPIAC and Rimini Street, including the anticipated initial
enterprise value and post-closing equity value as well as
expected transaction structure and post-closing management, the
estimated or anticipated future results and benefits of GPIAC and
Rimini Street following the transaction, including the likelihood
and ability of the parties to successfully consummate the
proposed transaction, the expected post-transaction ownership and
cash and debt balances, the expected timing of the closing of the
transaction, future opportunities for the combined company,
Rimini Street’s 2017 and 2018 revenue, adjusted EBITDA and
unlevered free cash flow estimates and forecasts of other
financial and performance metrics, estimates of Rimini Street’s
total addressable market, and projections of customer savings.
These statements are based on various assumptions and on the
current expectations of GPIAC and Rimini Street management and
are not predictions of actual performance, nor are these
statements of historical facts. 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 GPIAC’s
and Rimini Street’s respective businesses and the transaction,
and actual results may differ materially. These risks and
uncertainties include, but are not limited to, 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
GPIAC’s or Rimini Street’s management team; the inability of
the parties to successfully or timely consummate the proposed
transaction, including the risk that the required regulatory
approvals are not obtained, are delayed or 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 GPIAC’s
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
GPIAC’s 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 GPIAC’s and Rimini Street’s 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 GPIAC’s and Rimini
Street’s 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 GPIAC’s and
Rimini Street’s 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 GPIAC’s
stockholders and/or Rimini Street’s 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
December31, 2016, which was filed with the SEC on March16, 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 |
| Exhibit No. | Description of Exhibit | |
| 99.1 | Investor Presentation |
About GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA)
GP Investments Acquisition Corp. is a blank check company. The Company is formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The Company has no operations. The Company has not generated any revenue. GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) Recent Trading Information
GP INVESTMENTS ACQUISITION CORP. (NASDAQ:GPIA) closed its last trading session 00.00 at 10.04 with 22,574 shares trading hands.