The Beachbody Company, LLC:
Dear Forest Road Acquisition Corp. shareholders,
More than 22 years ago, I asked Jon Congdon if he would join me
in creating a company that would take advantage of the growth in
direct-to-consumer marketing and the internet for profitable
distribution, the growing trend of in-home fitness and the
development of online communities – which at the time were nascent
and simply called “Message Boards.”
We never expected that over the following two decades, we would
help create some of the most memorable fitness and nutrition
content, reinvent mass-market healthy supplementation and be on the
cutting edge of social commerce -- incentivizing the customer to
help us achieve our mission of helping people achieve their goals
to lead healthy fulfilling lives. We are proud of Beachbody’s
powerful business model, incredible collection of assets, brands
and loyal customers. Perhaps, most shocking, is that despite all of
this, we are just getting started.
We’ve come a long way since the days of workout DVDs. The pivot
to digital was a massive sea change, one that could have threatened
our very existence. Instead, our team seized on this technological
revolution as an opportunity, transforming the business to leverage
the power of technology. We find ourselves again on the horizon of
further growth and innovation and we couldn’t be more
confident.
In addition to new approaches to live content, connected
fitness, and subscription nutrition products we remain fiercely
committed to the mission. The completion of the proposed
transaction to merge with Forest Road Acquisition Corp. and Myx
Fitness and become a publicly listed company presents us with the
capital to invest in our business and accelerate growth beyond cash
flow. We are poised to help tens of millions more people achieve
their goals and lead healthy fulfilling lives…a mission we need now
more than ever.
This opportunity is why I am all in. I have no plans to sell a
share in this exciting transaction. I want to be perfectly aligned
with our shareholders and customers: This company can and will grow
to serve its customers with the total solution of fitness,
nutrition and community more effectively and cost-efficiently than
any competitor.
As we contemplated this decision to transform our private,
founder-run company to a public company one thing was critical to
me; that the company was positioned to maintain our relentless
pursuit of helping people succeed. That focus is not only the very
heart of the company, but also the very essence of our success. Our
customers, coaches, super trainers, staff, management and
soon-to-be public shareholders must be aligned on the long game:
there are millions of people who need access to the real deal, the
total solution. And we are the company committed not only to
delivering on our promises of quality and efficacy, but to making
our total solution available at an affordable price.
As the post-pandemic world returns to a more “normal” life, we
believe some things have changed forever, and one of them is that
the premise on which we started this company is now a permanent
fixture for many more people: health begins at home; from our
nutrition choices to exercise. And I truly believe that the company
who focuses on that premise for the benefit of the mass market can
have a timely and important impact on the well-being of the
world.
I don’t say that to pound my chest. I say that to demonstrate
our resolve and passion to keep helping people achieve their goals
and enjoy healthy, fulfilling lives. That is why I am all-in and
not selling a share in this transaction.
But I do need your help. On June 24, 2021, Forest Road
Acquisition Corp. (NYSE:FRX) ("Forest Road") will host a special
meeting of stockholders to vote on its proposed merger with The
Beachbody Company Group, LLC ("Beachbody") and Myx Fitness
Holdings, LLC ("Myx") to usher in this chapter, and officially list
BODY on the New York Stock Exchange.
You can visit www.votefrx.com for details on how to vote. If you
have questions or need assistance in voting your shares, you can
contact your broker or our proxy solicitation firm Morrow Sodali at
1-800-460-1014. Please vote as soon as possible. Your support is
greatly appreciated.
It’s time to invest in your body. That’s right, we don’t just
want your vote, we want you to be a part of the health and fitness
revolution. You can make a difference in the world, and that’s
starts with your vote and with you, because every BODY is a
Beachbody.
Sincerely, Carl Daikeler Co-Founder, Chairman, and CEO The
Beachbody Company
Click HERE to view a video presentation of this message.
Forward-Looking Statements
This letter contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction among The Beachbody Company (“Beachbody”), Myx
Fitness (“Myx”) and Forest Road, including statements regarding the
anticipated benefits of the transaction, the anticipated timing of
the transaction, future financial condition and performance of
Beachbody, Myx and expected financial impacts of the transaction
(including future revenue, pro forma equity value and cash
balance), the satisfaction of closing conditions to the
transaction, the PIPE transaction, the level of redemptions of
FRX’s public stockholders and the products and markets and expected
future performance and market opportunities of Beachbody and Myx.
These forward-looking statements generally are identified by the
words “believe,” “project,” “expect,” “anticipate,” “estimate,”
“intend,” “strategy,” “future,” “opportunity,” “plan,” “may,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result” and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. 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 transaction may not be completed
in a timely manner or at all, which may adversely affect the price
of FRX’s securities, (ii) the risk that the transaction may not be
completed by FRX’s business combination deadline and the potential
failure to obtain an extension of the business combination deadline
if sought by FRX, (iii) the failure to satisfy the conditions to
the consummation of the transaction, including the approval of the
merger agreement by the stockholders of FRX, the satisfaction of
the minimum trust account amount following any redemptions by FRX’s
public stockholders and the receipt of certain governmental and
regulatory approvals, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed transaction, (v)
the inability to complete the PIPE transaction, (vi) the occurrence
of any event, change or other circumstance that could give rise to
the termination of the merger agreement, (vii) the effect of the
announcement or pendency of the transaction on Beachbody’s business
relationships, operating results, and business generally, (viii)
risks that the proposed transaction disrupts current plans and
operations of Beachbody or Myx, (ix) the outcome of any legal
proceedings that may be instituted against Beachbody, Myx or
against FRX related to the merger agreement or the proposed
transaction, (x) the ability to maintain the listing of the
securities on a national securities exchange, (xi) changes in the
competitive and regulated industries in which Beachbody and Myx
operate, variations in operating performance across competitors,
changes in laws and regulations affecting the business of Beachbody
and Myx and changes in the combined capital structure, (xii) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, and (xiii) costs
related to the transaction and the failure to realize anticipated
benefits of the transaction or to realize estimated pro forma
results and underlying assumptions, including with respect to
estimated shareholder redemptions. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the 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
FRX from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Beachbody, Myx
and FRX 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. None of Beachbody, Myx or
FRX gives any assurance that Beachbody, Myx or FRX, or the combined
company, will achieve its expectations.
No Offer or Solicitation
This letter 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 transaction 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.
Important Information and Where to Find It
This letter relates to a proposed transaction among Beachbody,
Forest Road, and Myx. The Registration Statement was declared
effective by the SEC on May 27, 2021. A definitive proxy
statement/prospectus was mailed to all FRX stockholders. Before
making any voting decision, stockholders of FRX 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 transaction as they become available because they
will contain important information about the proposed
transaction.
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 FRX through the website maintained by
the SEC at www.sec.gov.
Participants in the Solicitation
FRX and its directors, executive officers and advisors may be
deemed participants in the solicitation of proxies from FRX’s
stockholders with respect to the proposed transaction. A list of
the names of those directors, executive officers and advisors and a
description of their interests in the Company is contained in the
Registration Statement and is available free of charge at the SEC’s
web site at www.sec.gov, or by directing a request to Forest Road
Acquisition Corp., 1177 Avenue of the Americas, 5th Floor, New
York, New York 10036, Attention: Keith L. Horn. Additional
information regarding the interests of such participants is
contained in the definitive proxy statement/prospectus for the
proposed transaction.
Beachbody, Myx and their respective directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the stockholders of FRX in connection with the
proposed transaction. A list of the names of such directors and
executive officers and information regarding their interests in the
proposed transaction is included in the definitive proxy
statement/prospectus for the proposed transaction.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210609005258/en/
ICR for The Beachbody Company Investors Beachbody@icrinc.com
Media BeachbodyPR@icrinc.com
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