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 GP Investments Acquisition Corp., a Cayman
Islands exempted company limited by shares (the GPIAC), in
making presentations to certain of GPIACs shareholders and other
persons with respect to the transactions contemplated by the
Merger Agreement (as defined and described in Item 8.01 below).
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 (the Securities Act), or the Exchange
Act.
| Item 8.01. | Other Events. |
On May 16, 2017, GPIAC issued a press release announcing the
execution of an Agreement and Plan of Merger (the Merger
Agreement), by and among GPIAC, Lets Go Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of GPIAC,
Rimini Street, Inc., a Nevada corporation (Rimini Street)
and the Holder Representative named therein. The press release
attached as Exhibit 99.2 to this Current Report is being
furnished and shall not be deemed to be filed for purposes of
Section 18 of 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
or the Exchange Act.
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 Streets 2017 and 2018 revenue, adjusted EBITDA and
unlevered free cash flow estimates and forecasts of other
financial and performance metrics, estimates of Rimini Streets
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, 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 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 proposed extension of the date by which
GPIAC must consummate an initial business combination, GPIAC
filed with the SEC a definitive proxy statement, dated April 24,
2017 and first mailed to shareholders on or about such date (the
Extension Proxy Statement).
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 Extension Proxy
Statement, 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 EXTENSION
PROXY STATEMENT, 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 Extension Proxy Statement, 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 extension of the date by
which GPIAC must consummate an initial business combination 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, are included in the Extension Proxy Statement and also
will 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 |
| 99.2 |
Press Release of GP Investments Acquisition Corp., dated May 16, 2017 |
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 0 shares trading hands.