Open Lending, LLC (“Open Lending”), a leading provider of lending
enablement and risk analytics solutions to financial institutions,
and Nebula Acquisition Corporation (NASDAQ: NEBU) (“Nebula”), a
special purpose acquisition company sponsored by True Wind Capital,
L.P. (“True Wind Capital”), today announced that they expect
all conditions to the closing of the previously announced business
combination between Open Lending and Nebula to be satisfied or
waived after the special meeting of Nebula’s stockholders to be
held on June 9, 2020.
Open Lending and Nebula have agreed to increase the
price that will be paid to redeem Nebula’s public warrants from
$1.50 to $1.80 per whole warrant, if the holders of at least a
majority of Nebula’s public warrants vote to approve the amendment
to Nebula’s warrants at the special meeting of Nebula’s
warrantholders to be held on June 9, 2020.
In addition, the parties have waived the condition
to closing the business combination that requires the holders of at
least a majority of Nebula’s public warrants approve an amendment
to Nebula’s warrants such that all of Nebula’s warrants will be
redeemed upon the closing of the business combination. Therefore,
regardless of the results of the special meeting of Nebula’s
warrantholders, the parties expect to close the business
combination on June 10, 2020 or shortly thereafter.
In connection with the proposed business
combination, Nebula filed a definitive proxy statement/prospectus
(the “Proxy Statement”) with the Securities and Exchange Commission
(the “SEC”) on May 22, 2020, and the Proxy Statement and proxy card
were mailed shortly thereafter to Nebula stockholders and
warrantholders of record as of the close of business on May 13,
2020. If any Nebula stockholder or warrantholder does not receive
the Proxy Statement, such stockholder should confirm the proxy’s
status with their broker, or contact Morrow Sodali LLC (“Morrow”),
Nebula’s proxy solicitor, for help, toll-free at (800) 662-5200
(banks and brokers can call collect at (203) 658-9400).
About Open Lending Open Lending,
through its flagship product, Lenders Protection, offers loan
analytics, risk-based pricing, risk modeling and default insurance,
ensuring profitable auto loan portfolios for financial institutions
throughout the United States. For more information, please visit
www.OpenLending.com.
About Nebula Acquisition
Corporation Nebula Acquisition Corporation, sponsored by
True Wind Capital and led by Adam H. Clammer and James H. Greene,
Jr., is a blank check company formed for the purpose of entering
into a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses in the technology industry. For more
information, please visit www.TrueWindCapital.com/Nebula.
About True Wind CapitalTrue Wind
Capital is a San Francisco-based private equity firm focused on
investing in leading technology companies with a broad mandate
including software, data analytics, tech-enabled services,
internet, financial technology, and hardware. True Wind Capital is
a value-added partner, providing support and expertise that is
rooted in its teams’ 75+ years of collective investing experience.
Mr. Adam H. Clammer and Mr. James H. Greene, Jr., are the founding
partners of True Wind Capital.
Important Information and Where to Find
ItA full description of the terms of the business
combination are provided in the Proxy Statement that Nebula filed
with the SEC on May 22, 2020, which also constitutes a prospectus
of Nebula Parent Corp. (the “Company”). Nebula urges
investors, stockholders, warrantholders and other interested
persons to read the Proxy Statement as well as other documents
filed with the SEC because these documents contain important
information about Nebula, Open Lending, the Company and the
business combination. The Proxy Statement was mailed to
stockholders and warrantholders of Nebula as of May 13, 2020.
Nebula’s stockholders and warrantholders are also able to obtain a
copy of the Proxy Statement, without charge, by directing a request
to: Nebula Acquisition Corporation, Four Embarcadero Center, Suite
2100, San Francisco, CA 94111. The Proxy Statement can also be
obtained without charge at the SEC’s website (www.sec.gov).
Participants in the
SolicitationNebula, Open Lending and the Company and their
respective directors and executive officers may be considered
participants in the solicitation of proxies with respect to the
potential business combination described in this press release
under the rules of the SEC. Information about the directors and
executive officers of Nebula and the persons who may, under the
rules of the SEC, be deemed participants in the solicitation of the
stockholders in connection with the potential business combination
is set forth in the Proxy Statement and other materials that may be
filed with the SEC regarding the business combination. These
documents can be obtained free of charge from the sources indicated
above.
Non-SolicitationThis press release
is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential business combination and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of Nebula,
Open Lending or the Company, nor shall there be any sale of any
such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Forward-Looking StatementsThis
press release includes certain statements that are not historical
facts but are forward-looking statements for purposes of the safe
harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters.
These statements are based on various assumptions and on the
current expectations of Nebula’s and Open Lending’s management and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Nebula and Open Lending. These forward looking
statements are subject to a number of risks and uncertainties,
including general economic, political and business conditions, the
potential effects of COVID-19, applicable taxes, inflation,
interest rates and the regulatory environment, the outcome of
judicial proceedings to which Open Lending is, or may become a
party, the inability of the parties to consummate the proposed
business combination; the risk that the approval of the
stockholders of Nebula or Open Lending for the potential business
combination is not obtained; failure to realize the anticipated
benefits of the potential business combination, including as a
result of a delay in consummating the potential business
combination or difficulty in integrating the businesses of Nebula
and Open Lending; the amount of redemption requests made by
Nebula’s stockholders; those factors discussed in Nebula’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2019 and
the Proxy Statement under the heading “Risk Factors,” and other
documents of Nebula filed, or to be filed, with the SEC. If the
risks materialize or assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
Nebula, Open Lending and the Company presently do not know or that
they 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 reflect
Nebula’s and Open Lending’s expectations, plans or forecasts of
future events and views as of the date of this press release.
Nebula and Open Lending anticipate that subsequent events and
developments will cause their assessments to change. However, while
Nebula and Open Lending may elect to update these forward-looking
statements at some point in the future, Nebula and Open Lending
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing Nebula’s or Open Lending’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Contact:ICR for Open
LendingInvestorsopenlending@icrinc.com
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