MENLO PARK, CALIFORNIA & NEW YORK – (COMMERCIAL THREAD) – As previously announced on March 25, 2021, BowX Acquisition Corp. (“BowX”) and WeWork Inc. (“WeWork”) have entered into a definitive merger agreement, providing for a business combination (the “Business Combination”) that will allow WeWork to become a publicly traded company.
As previously announced in the proxy circular / final prospectus which was filed with the Securities and Exchange Commission on September 20, 2021 and was sent to all BowX shareholders on September 14, 2021, upon closing of the business combination , BowX intends to voluntarily remove the listing of its common shares, warrants and units from the Nasdaq Capital Market (“Nasdaq”), then listing the common shares and warrants of the post-combination company, which will be renamed WeWork Inc., on The New York Stock Exchange (the “NYSE”) under the ticker symbols “WE” and “WE WS”, respectively. The common shares, warrants and Class A units of BOWX will continue to trade on the Nasdaq until the close of the business combination.
In accordance with Nasdaq listing rules, BowX today notified the Nasdaq of its intention to delist its shares and warrants from the Nasdaq after market close on October 20, 2021. NYSE listing and delisting from Nasdaq are subject upon closing of the business combination and upon completion of all NYSE listing requirements.
About BowX Acquisition Corp.
BowX is a blank check company organized for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or several companies or entities. Although the Company may pursue an initial target business at any stage of its business evolution or in any industry or sector, it initially intends to focus its research on target businesses in the sectors of technology, media and telecommunications. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups law of 2012.
Additional information and where to find it
This press release concerns a proposed transaction between BowX and WeWork. This press release is not a proxy statement or a solicitation of any proxy, consent or authorization with respect to any security or with respect to the potential transaction and does not constitute an offer to sell or an offer to sell. solicitation of an offer to purchase securities of WeWork, the Amalgamated Company or BowX, and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal prior to registration or qualification under the securities laws of that state or jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended. BowX has filed a registration statement on Form S-4 (registration number 333-256133) with the SEC, which includes a document that serves as BowX’s prospectus and proxy, called a proxy / prospectus. The Proxy Circular / Final Prospectus was filed with the SEC on September 20, 2021 and was mailed to all BowX shareholders as of September 14, 2021 (the date the vote was recorded on the proposed transaction). Before making a voting decision, investors and holders of BowX securities are urged to read the registration statement, proxy circular / prospectus and all other relevant documents filed with the SEC in connection with the proposed transaction, as they contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the registration statement, proxy circular / prospectus and all other relevant documents filed with the SEC by BowX through the website maintained by the SEC at the address www.sec.gov.
Participants in the solicitation
BowX and its directors and officers may be considered participants in the solicitation of proxies from BowX shareholders in connection with the proposed transaction. A list of the names of the directors and officers of BowX and information regarding their interests in the business combination is set out in BowX’s registration statement on Form S-4 (registration number 333-256133) filed with of the SEC. Additional information regarding the interests of such persons and other persons who may be considered participants in the solicitation is contained in the registration statement and the proxy circular / prospectus. You can obtain free copies of these documents as described in the previous paragraph.
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These “forward-looking statements” regarding the proposed transaction between WeWork and BowX include statements regarding the benefits of the transaction, the clear path to positive Adjusted EBITDA, the ability of WeWork to continue to self-finance its growth in the future, the amount of cash the transaction will provide to WeWork, the expected timing of the transaction and WeWork’s products and markets. These forward-looking statements are generally identified by the words “believe”, “plan”, “expect”, “anticipate”, “estimate”, “intend”, “the strategy”, “the future”, ” the opportunity ”,“ the plan, ”“ pipeline ”,“ may ”,“ should ”,“ will ”,“ would ”,“ will ”,“ continue ”,“ will probably result ”and similar expressions. Forward-looking statements are predictions, projections and other statements regarding future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. There are many factors that could cause actual future events to differ materially from the forward-looking statements contained in this press release, including, but not limited to: (i) the risk that the transaction will not be completed in a timely manner or not at all, which may adversely affect the price of BowX securities, (ii) the risk that the transaction will not be completed before the BowX business combination deadline and the potential inability to obtain an extension of the business combination deadline if requested by BowX, (iii) failure to meet the conditions for the completion of the transaction, including the adoption of the merger agreement by BowX shareholders, meeting the minimum amount in the trust account following redemptions by the public shareholders of BowX and obtaining certain government and regulatory approvals, (iv) the absence of a third party valuation in order to to determine whether or not to proceed with the proposed transaction, (v) the inability to complete the PIPE investment, (vi) the occurrence of any event, change or other circumstance which could result in the termination of the Merger Agreement , (vii) the effect of the announcement or expectation of the transaction on the business relationships, results of operations and business of WeWork generally, (viii) the risks that the proposed transaction will disrupt plans and WeWork’s current operations and potential difficulties in retaining WeWork employees as a result of the transaction, (ix) the outcome of any legal proceedings that may be brought against WeWork or BowX in connection with the merger agreement, or the proposed transaction, (x) the ability to maintain the listing of BowX securities on a national stock exchange, (xi) the price of BowX securities may be volatile due to a variety of factors, including changes in relevant industries. urrential and regulated in which BowX plans to operate or that WeWork operates, variations in operating performance between competitors, changes in laws and regulations affecting BowX’s business of WeWork or WeWork, WeWork’s inability to implement its business plan or meet or exceed its financial projections and changes in the structure of combined capital, (xii) changes in general economic conditions, including due to the COVID-19 pandemic, and (xiii) the ability to implement business plans, forecasts and other expectations after the completion of the proposed transaction, and to identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the above factors and other risks and uncertainties described in the registration statement on Form S-4 discussed above, the proxy circular / prospectus and other documents filed or may be filed by BowX from time to time with the SEC. These documents identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in forward-looking statements. Forward-looking statements speak only as of the date on which they are made. Readers are cautioned not to place undue reliance on forward-looking statements, and WeWork and BowX assume no obligation and do not intend to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Neither WeWork nor BowX provides assurance that WeWork or BowX, or the combined company, will meet its expectations.