Mudrick Capital Acquisition Corporation II (“MUDS” or the
“Company”) (Nasdaq: MUDS) today reminded stockholders to vote in
favor of the previously announced business combination (the
“Business Combination Proposal”) with The Topps Company, Inc.
("Topps").
The special meeting in lieu of the 2021 annual meeting of
stockholders (the “Special Meeting”) to approve the Business
Combination Proposal and other related proposals is scheduled for
August 25, 2021 at 10:00 a.m. Eastern Time. The Special Meeting
will be completely virtual and conducted via live webcast.
PLEASE VOTE. THE BOARD OF DIRECTORS FOR MUDS RECOMMENDS
THAT ITS STOCKHOLDERS VOTE “FOR” ALL PROPOSALS.
YOUR VOTE DOES NOT REQUIRE YOU TO REDEEM YOUR SHARES.
WHETHER OR NOT YOU CHOOSE TO REDEEM YOUR SHARES, THE COMPANY IS
ASKING YOU TO PLEASE VOTE.
CHECK YOUR EMAIL FOR VOTING! |
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If
you hold shares at Robinhood or Interactive Brokers
from Proxydocs.com |
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For all others check for an email
from Proxyvote.com |
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Vote by Telephone: Follow the instructions
provided by your broker, bank or other nominee on the Voting
Instruction Form mailed (or e-mailed) to you. To
vote via the automated telephone service, you will need your voting
control number, which is included on the Voting Instruction
Form. |
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Depending on how you hold your shares, you may be able to
vote without a control number by
calling our proxy solicitor, D.F.
King & Co., Inc., by telephone at
(800) 549-6864. |
Stockholders holding their shares through a bank
or brokerage firm have received two notifications. One notification
allows you to instruct your broker as to how to vote your shares,
and the other notification requires you to accept or decline your
right to redeem your shares.
If you need assistance voting your shares or have any questions,
please contact MUDS’ proxy solicitor D.F. King & Co., Inc., by
telephone at (800) 549-6864 or collect at (212) 269-5550 or email
at MUDS@dfking.com.
Proxy Vote Notification
Every stockholder's vote is important, regardless of the number
of shares you hold. Accordingly, MUDS requests that each
stockholder either vote online, by telephone or complete, sign,
date and return a proxy card if you have not already done so, to
ensure that your shares will be represented at the Meeting.
Stockholders holding common stock at the close of business on
June 30, 2021 are entitled to vote at the meeting. Meeting
materials, including the definitive proxy statement filed with the
Securities and Exchange Commission (the “SEC”) on July 30, 2021,
along with a proxy card, were mailed on August 2, 2021, to
stockholders of record as of June 30, 2021.
If you have not received a copy of the meeting materials, or
need assistance with voting your shares, please contact D.F. King
& Co., Inc., by telephone at (800) 549-6864 or collect at (212)
269-5550 or email at MUDS@dfking.com.
About The Topps Company
Founded in 1938, The Topps Company, Inc. is a global consumer
products company that entertains and delights consumers through a
diverse, engaging, multi-platform product portfolio that includes
physical and digital collectibles, trading cards, trading card
games, sticker and album collections, memorabilia, curated
experiential events, gift cards and novelty confections. Topps
Physical Sports & Entertainment products include Major League
Baseball, Major League Soccer, UEFA Champions League, Bundesliga,
National Hockey League, Formula 1, Star Wars, WWE, Wacky Packages®,
Garbage Pail Kids®, Mars Attacks® and more. Topps Digital Sports
& Entertainment has connected with people around the world who
have downloaded our apps including Topps® BUNT®, TOPPS® KICK®, Star
Wars™: Card Trader by Topps®, Topps® WWE SLAM™, Topps® NHL SKATE™,
Marvel Collect! by Topps® and Disney Collect! by Topps®. Topps
Digital Services is a leading processor, distributor and program
manager of prepaid gift cards and provider of cloud-based financial
services and white label e-gift solutions for widely recognized
digital businesses that include Airbnb, Deliveroo, DoorDash, Hulu,
Instacart, Netflix, Nike, Twitch and Uber. Topps Confections,
Bazooka Candy Brands, produces, markets and distributes confections
brands including Ring Pop®, Push Pop®, Baby Bottle Pop®, Juicy
Drop®, Finders Keepers®, and Bazooka® bubble gum. For additional
information visit topps.com, play.toppsapps.com,
toppsdigitalservices.com, Candymania.com,
investors.thetoppscompany.com.
About Mudrick Capital Acquisition Corporation
II
MUDS is a blank check company 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 is led by Chief Executive
Officer and Chairman of the Board of Directors, Jason Mudrick,
Chief Financial Officer, Glenn Springer, Vice President, Victor
Danh and Vice President, David Kirsch. Its sponsor is an affiliate
of Mudrick Capital Management, L.P., which currently manages
approximately $3.5 billion with a specialty in event-driven and
special situation investing in public and private companies in
North America. Additional information regarding MUDS may be found
at: www.MudrickCapitalAcquisitionCorp.com.
Cautionary Language Regarding Forward-Looking
Statements
This communication includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward-looking statements may include estimated financial
information, including with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of MUDS, Topps or the combined company after completion
of the proposed business combination, and are based on current
expectations that are subject to known and unknown risks and
uncertainties, which could cause actual results or outcomes to
differ materially from expectations expressed or implied by such
forward-looking statements. These factors include, but are not
limited to: (1) the occurrence of any event, change or other
circumstances that could result in the proposed business
combination not being completed at all or on the expected timeline,
including as a result of the termination of the definitive
documentation with respect to the proposed business combination or
the failure to obtain approval of MUDS’ stockholders or other
conditions to closing in the definitive documentation with respect
to the proposed business combination; (2) the outcome of any legal
proceedings that may be instituted against MUDS or Topps or any of
their respective directors or officers, following the announcement
of the proposed business combination; (3) the ability to meet
applicable NASDAQ listing standards; (4) the risk that the proposed
business combination disrupts current plans and operations of
Topps’ business as a result of the announcement and consummation of
the proposed business combination; (5) the inability to complete
the private placement; (6) changes in domestic and foreign
business, market, financial, political and legal conditions; (7)
the ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (8) costs
related to the proposed business combination; (9) changes in
applicable laws or regulations; (10) the impact of the global
COVID-19 pandemic on any of the foregoing risks; and (11) other
risks and uncertainties indicated from time to time in the proxy
statement relating to the proposed business combination, including
those under “Risk Factors” therein, and other documents filed or to
be filed with the SEC by MUDS. Investors are cautioned not to place
undue reliance upon any forward-looking statements, which speak
only as of the date made. MUDS and Topps undertake no commitment to
update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise. The
forward-looking statements in this communication speak as of the
date of its filing. Although MUDS may from time to time voluntarily
update its prior forward-looking statements, it disclaims any
commitment to do so whether as a result of new information, future
events, changes in assumptions or otherwise except as required by
applicable securities laws.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination. This communication
shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering 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.
Additional Information About the Proposed Business
Combination and Where to Find It
In connection with the proposed business combination involving
MUDS and Topps, MUDS filed a definitive proxy statement with the
SEC on July 30, 2021 relating to the proposed business combination.
This communication does not contain all the information that should
be considered concerning the proposed business combination and is
not intended to form the basis of any investment decision or any
other decision in respect of the proposed business combination.
MUDS’ stockholders and other interested persons are advised to read
the definitive proxy statement and any other documents filed in
connection with MUDS’ solicitation of proxies for its special
meeting in lieu of the 2021 annual meeting of stockholders to be
held to approve the proposed business combination and other
matters, as these materials will contain important information
about MUDS, Topps and the proposed business combination. The
definitive proxy statement and other relevant materials for the
proposed business combination was mailed to stockholders of MUDS as
of June 30, 2021, the record date established for voting on the
proposed business combination. Stockholders of MUDS may also obtain
copies of the proxy statement and other documents filed with the
SEC, without charge at the SEC’s website at www.sec.gov. In
addition, the documents filed by MUDS may be obtained free of
charge from MUDS by directing a request to: Mudrick Capital
Acquisition Corporation II, 527 Madison Avenue, Sixth Floor, New
York, New York 10022.
Participants in the Solicitation
MUDS, Topps and certain of their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitations of
proxies from MUDS’ stockholders in connection with the proposed
business combination. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of
MUDS’ stockholders in connection with the proposed business
combination is set forth in MUDS’ proxy statement filed with the
SEC. You can find more information about MUDS’ directors and
executive officers in MUDS’ Amendment No. 2 to the Annual Report on
Form 10-K for the fiscal year ended December 31, 2020, which was
filed with the SEC on May 10, 2021. Additional information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, is included in MUDS’ definitive proxy
statement. Stockholders, potential investors and other interested
persons should read the proxy statement carefully before making any
voting or investment decisions. These documents can be obtained
free of charge from the sources indicated above.
Contacts:
Investors
ToppsIR@icrinc.com
Media
ToppsPR@icrinc.com
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