Blue Water Acquisition Corp. (NASDAQ: BLUW) (“Blue
Water” or the "Company"), a special purpose acquisition
company (SPAC) that previously announced a planned business
combination with Clarus Therapeutics, Inc. ("Clarus"), announced
today that the special meeting of its stockholders (the “Special
Meeting”) originally scheduled for Thursday, August 12, 2021, is
being postponed to Friday, August 27, 2021.
As a result of this change, the Special Meeting
will now be held at 10:00 a.m., Eastern Time, on August 27, 2021,
exclusively via a live audio webcast at
https://www.cstproxy.com/bluewateracquisition/2021. Also as a
result of this change, the date and time by which stockholders
seeking to exercise redemption rights must tender their public
shares physically or electronically and submit a request in writing
that Blue Water redeem their public shares for cash to the
Company’s transfer agent, Continental Stock Transfer & Trust
Company, is being extended to 5:00 p.m., Eastern Time, on August
25, 2021.
The Company plans to continue to solicit proxies
from stockholders during the period prior to the Special Meeting.
Only the holders of Blue Water’s common stock as of the close of
business on July 16, 2021, the record date for the Special Meeting,
are entitled to vote at the Special Meeting.
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.
Additional Information about the Business Combination and
Where to Find It
This press release relates to a proposed
business combination between Blue Water and Clarus as contemplated
by the Agreement and Plan of Merger (“Business Combination”), dated
as of April 27, 2021, as amended, by and among Blue Water, Blue
Water Merger Sub Corp., and Clarus. A Registration Statement on
Form S-4 (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 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
Securities and Exchange Commission’s ("SEC") 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.
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.
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: Many factors could cause
actual future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i)
the risk that the Business Combination may not be completed in a
timely manner or at all, which may adversely affect the price of
the Company’s securities, (ii) the risk that the Business
Combination may not be completed by the Company’s Business
Combination deadline and the potential failure to obtain an
extension of the Business Combination deadline if sought by the
Company, (iii) the failure to satisfy the conditions to the
consummation of the Business Combination, including the approval of
the Merger Agreement by the stockholders of the Company, (iv) the
lack of a third-party fairness opinion in determining whether or
not to pursue the proposed Business Combination, (v) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement, (vi) the effect of the
announcement or pendency of the Business Combination on Clarus’
business relationships, operating results, and business generally,
(vii) risks that the proposed Business Combination disrupts current
plans and operations of Clarus, (viii) risks related to Clarus’
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, (ix) the outcome
of existing legal proceedings in which Clarus is involved with
respect to its intellectual property, (x) the outcome of any legal
proceedings that may be instituted against Clarus or against the
Company related to the Merger Agreement or the proposed Business
Combination, (xi) the ability to maintain the listing of the
Company’s securities on a national securities exchange, (xii)
changes in the competitive and regulated industries in which Clarus
operates, variations in operating performance across competitors,
changes in laws and regulations affecting the business of Clarus
and changes in the combined capital structure, (xiii) the ability
to implement business plans, forecasts, and other expectations
after the completion of the proposed Business Combination, and
identify and realize additional opportunities, (xiv) the risk of
downturns and a changing regulatory landscape in the highly
competitive pharmaceutical industry, (xv) costs related to the
Business Combination and the failure to realize anticipated
benefits of the Business Combination or to realize estimated pro
forma results and underlying assumptions, including with respect to
estimated stockholder redemptions, (xvi) risks related to the
matters set forth in the Staff Statement on Accounting and
Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies, issued by the Division of Corporate Finance
of the SEC on April 12, 2021, and (xvii) 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 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.
Contact:
Joe HernandezChief Executive Officer15 E. Putnam Avenue, Suite
363Greenwich, CT 06830(646) 303-0737
Blue Water Acquisition (NASDAQ:BLUW)
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