GREENWICH, Conn., July 30, 2021 /PRNewswire/ -- Blue Water
Acquisition Corp. (Nasdaq: BLUW) ("Blue Water"), a special purpose
acquisition company ("SPAC") led by Joseph
Hernandez, today announced that it has scheduled a special
meeting of its stockholders (the "Special Meeting") to, among other
things, consider and vote on a proposal to approve the transactions
contemplated by the previously announced merger agreement pursuant
to which Clarus Therapeutics, Inc. ("Clarus") will merge with a
wholly-owned subsidiary of Blue Water (the "Business Combination")
and seek to become a publicly listed company. Subject to
stockholder approval and satisfaction of customary closing
conditions, Clarus and Blue Water stockholders will hold shares of
common stock in the combined company, which is expected to be
listed on the Nasdaq Capital Market under the symbol "CRXT"
following the Business Combination. Blue Water's public warrants
are expected to be listed on Nasdaq Capital Market under the symbol
"CRXTW" following the Business Combination.
The Special Meeting will be held at 10 a.m., Eastern Time, on August 12, 2021. Notice of the Special Meeting
and related proxy materials have been mailed to all holders of
record as of the close of business on July
16, 2021 (the "Record Date").
Stockholders that owned shares as of the Record
Date are encouraged to submit their vote as soon as possible to
ensure that it is represented at the Special Meeting. Stockholders
should please note that if their shares are held at a brokerage
firm or bank, stockholders must instruct their bank or broker to
cast their vote.
Blue Water stockholders can follow this link to view the Special
Meeting document:
https://www.cstproxy.com/bluewateracquisition/2021.
For assistance with voting your shares, please contact Advantage
Proxy at 1-877-870-8565 (toll free) or 1-1-206-870-8565 (collect)
or by email to ksmith@advantageproxy.com.
About Blue Water Acquisition Corp.
Blue Water is a
special purpose acquisition company formed in Delaware for the purpose of effecting a
merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more
businesses.
About Clarus Therapeutics, Inc.
Clarus is a specialty
pharmaceutical company with expertise and interest in developing
androgen and metabolic therapies for men and women – including
potential therapies for orphan indications. Clarus's first
commercial product, JATENZO®, was launched in early
2020. For more information, visit www.clarustherapeutics.com
and www.jatenzo.com.
Forward-Looking Statements
Certain statements made in
this press release are "forward-looking statements" within the
meaning of the federal securities laws, including statements about
the parties' ability to close the proposed Business Combination and
related transactions, the anticipated benefits of the proposed
Business Combination, and the financial conditions, results of
operations, earnings outlook and prospects of Blue Water and/or the
proposed Business Combination and related transactions and may
include statements for the period following the consummation of the
proposed Business Combination and related transactions. In
addition, any statements that refer to projections (financial or
otherwise), forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements are
typically identified by words such as "plan," "believe," "expect,"
"anticipate," "intend," "outlook," "estimate," "forecast,"
"project," "continue," "could," "may," "might," "possible,"
"potential," "predict," "should," "would" and other similar words
and expressions, but the absence of these words does not mean that
a statement is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of Blue Water and Clarus, as
applicable, and are inherently subject to uncertainties and changes
in circumstances and their potential effects and speak only as of
the date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks, uncertainties
or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these
forward-looking statements including: risks related to Clarus's
ability to increase sales of JATENZO, secure favorable
reimbursement coverage for such sales and expand its product
offerings to include a pipeline of androgen and metabolic therapies
for men and women, including orphan indications; the ability to
complete the proposed Business Combination and to obtain approval
from Blue Water's stockholders or satisfy other closing conditions
in the definitive merger agreement; the outcome of any legal
proceedings that may be instituted against Blue Water or Clarus
related to the merger agreement or the proposed Business
Combination; the ability to maintain the listing of Blue Water's
securities on a national securities exchange; the amount of any
redemptions by existing holders of Blue Water's common stock; the
ability to recognize the anticipated benefits of the Business
Combination; other risks and uncertainties described in the "Risk
Factors" section of the Registration Statement on Form S-4 (as
amended, the "Registration Statement"), and other documents filed
by Blue Water from time to time with the Securities and Exchange
Commission ("SEC"). Readers are cautioned not to put undue reliance
on forward-looking statements, and Blue Water and Clarus assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise. Neither of Blue Water and Clarus gives
any assurance that Blue Water, Clarus, or the combined company,
will achieve its expectations.
No Offer or Solicitation
This press release is for
informational purposes only and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities pursuant
to the proposed Business Combination or otherwise, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offer 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, or an exemption therefrom.
Important Information and Where to Find It
This press
release relates to a proposed Business Combination between Blue
Water and Clarus. The Registration Statement was declared effective
by the SEC on July 23, 2021. A
definitive proxy statement/prospectus has been mailed to all Blue
Water stockholders. Before making any voting decision, stockholders
of Blue Water are urged to read the definitive proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed Business
Combination as they become available because they will contain
important information about the proposed Business Combination.
Investors and stockholders will be able to obtain free copies of
the Registration Statement, the definitive proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Blue Water through the website
maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Blue Water and its
directors and executive officers may be deemed to be participants
in the solicitation of proxies from Blue Water's stockholders in
connection with the proposed Business Combination. A list of the
names of such directors and executive officers and information
regarding their interests in the Business Combination is contained
in the Registration Statement and is available free of charge at
the SEC's website at www.sec.gov. Additional information regarding
the interests of such participants is contained in the definitive
proxy statement/prospectus for the proposed Business
Combination.
Clarus and its respective directors and executive officers may
also be deemed to be participants in the solicitation of proxies
from the stockholders of Blue Water in connection with the proposed
Business Combination. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed Business Combination is included in the definitive proxy
statement/prospectus for the proposed Business Combination.
Media Contact:
Russo Partners
David Schull
12 West 27th Street, 4th Floor
New York, NY 10001
(858) 717-2310
david.schull@russopartnersllc.com
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SOURCE Blue Water Acquisition Corporation