Special Meeting Scheduled for September 28,
2021
Galileo Acquisition Corp. (NYSE: GLEO, GLEO WT and GLEO UN)
(“Galileo”), a special purpose acquisition company, today announced
that on September 7, 2021, the Securities and Exchange Commission
(“SEC”) declared effective Galileo’s registration statement on Form
S-4 (as amended, the “Registration Statement”) , which includes a
definitive proxy statement in connection with an extraordinary
general meeting of Galileo’s shareholders (the “Special Meeting”).
At the Special Meeting, Galileo’s shareholders will consider the
previously announced proposed business combination with Shapeways,
Inc. (“Shapeways”), a leader in the large and fast-growing digital
manufacturing industry. Following the closing of the business
combination, the combined company’s stock and warrants are expected
to list on the NYSE under the ticker symbols “SHPW” and “SHPW WS,”
respectively.
As previously announced, the business combination is expected to
deliver up to $195 million (assuming no redemptions by Galileo
stockholders) of gross proceeds to Shapeways, including a $75
million fully committed common stock PIPE anchored by top-tier
institutional and strategic investors. Proceeds will primarily be
used to accelerate Shapeways’ metal additive manufacturing
capabilities, expand its material and technology offerings to
extend market reach and grow customer share of wallet, as well as
to provide additional working capital.
Galileo will hold the Special Meeting at 10:00 A.M. Eastern Time
on September 28, 2021 to, among other things, allow its
shareholders to vote to approve the proposed business combination
with Shapeways. Galileo shareholders of record on August 2, 2021
(the “Record Date”) will be entitled to notice of and to vote at
the Special Meeting. The Special Meeting will be held as a virtual
meeting via live audio webcast at
https://www.cstproxy.com/galileoacquisitioncorp/sm2021. For
purposes of Galileo’s Amended and Restated Memorandum and Articles
of Association (the “Current Charter”), the physical location of
the meeting will be 1345 Avenue of the Americas, 11th Floor, New
York, NY 10105.
Registration for the Special Meeting will begin on September 21,
2021 at 9:00 A.M. Eastern Time. GLEO shareholders will need a
control number assigned by Continental Stock Transfer & Trust
Company to enter the Special Meeting. To register and receive
access to the virtual meeting, registered shareholders and
beneficial holders (those holding shares through a stock brokerage
account or by a bank or other holder of record) will need to follow
the instructions applicable to them provided in the proxy statement
included in the Registration Statement.
The definitive proxy statement and other relevant documents are
being mailed to Galileo’s shareholders of record as of the close of
business on the Record Date on or about September 10, 2021.
Shareholders are encouraged to read the proxy statement and
accompanying documents in their entirety.
Galileo has engaged Morrow Sodali LLC ("Morrow Sodali") as its
proxy solicitor in connection with the Special Meeting.
Shareholders who need additional copies of proxy materials, to
obtain proxy cards or have questions regarding the proposals to be
presented at the Special Meeting may contact Morrow Sodali,
toll-free at (800) 662-5200 (individuals) or (203) 658-9400 (banks
and brokers) or send an email to
GLEO.info@investor.morrowsodali.com. To obtain timely delivery of
documents, shareholders must request them no later than September
21, 2021.
About Shapeways
Shapeways is a leader in the large and fast-growing digital
manufacturing industry combining high quality, flexible on-demand
manufacturing powered by purpose-built proprietary software which
enables customers to rapidly transform digital designs into
physical products, globally. Shapeways makes industrial-grade
additive manufacturing accessible by fully digitizing the
end-to-end manufacturing process, and by providing a broad range of
solutions utilizing 11 additive manufacturing technologies and more
than 90 materials and finishes, with the ability to easily scale
new innovation. Shapeways has delivered over 21 million parts to 1
million customers in over 160 countries.
About Galileo
Galileo Acquisition Corp. raised $138 million in October 2019
and its securities are listed on the New York Stock Exchange under
the ticker symbols “GLEO.U,” “GLEO” and “GLEO.WS.”
Galileo is a blank check company organized for the purpose of
effecting a merger, capital stock exchange, asset acquisition, or
other similar business combination with one or more businesses or
entities. Galileo is led by a serial SPAC sponsor team that has
successfully completed four business combinations prior to the
business combination with Shapeways. Its team is composed by
seasoned dealmakers with diverse nationalities, M&A, principal
investing and public company operating experience in both the North
American and Western European markets.
Special Note Regarding Forward-Looking Statements
Certain statements included in this press release are not
historical facts and 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. All statements, other than
statements of present or historical fact included in this press
release, regarding Galileo’s ability to consummate the transaction,
the combined company’s strategy, future operations, and prospects
are forward-looking statements. These statements are based on
various assumptions, whether or not identified in this press
release, and on the current expectations of the respective
management of Shapeways and Galileo 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 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 Shapeways and Galileo.
These forward-looking statements are subject to a number of risks
and uncertainties, including changes in domestic and foreign
business, market, financial, political, and legal conditions; the
inability of the parties to successfully or timely consummate the
proposed transaction, including the risk that the approval of the
stockholders of Galileo or Shapeways is not obtained; failure to
realize the anticipated benefits of the proposed transaction; the
risk that Shapeways has a history of losses and may not achieve or
maintain profitability in the future; the risk that Shapeways faces
significant competition and expects to face increasing competition
in many aspects of its business, which could cause our operating
results to suffer; the risk that the digital manufacturing industry
is a relatively new and emerging market and it is uncertain whether
it will gain widespread acceptance; the risk that if Shapeways’ new
and existing solutions and software do not achieve sufficient
market acceptance; the amount of redemption requests made by
Galileo’s stockholders; , and those factors discussed in Galileo’s
Registration Statement, under the heading “Risk Factors,” and other
documents Galileo has filed, or will file, with the SEC. If any of
these risks materialize or our assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that
neither Galileo nor Shapeways presently know, or that Galileo nor
Shapeways 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 Galileo’s and Shapeways’ expectations, plans, or forecasts
of future events and views as of the date of this press release.
Galileo and Shapeways anticipate that subsequent events and
developments will cause Galileo’s and Shapeways’ assessments to
change. However, while Galileo and Shapeways may elect to update
these forward-looking statements at some point in the future,
Galileo and Shapeways specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Galileo’s and Shapeways’ assessments of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information and Where to Find It
This press release relates to a proposed business combination
between Galileo and Shapeways. More information about the business
combination can be found in the Registration Statement, which
includes a joint proxy statement/consent solicitation/prospectus
and in Galileo’s Current Report on Form 8-K filed with the SEC on
April 30, 2021. Although the parties currently intend to consummate
the proposed business combination shortly after obtaining the
requisite vote at the Special Meeting, pursuant to the terms of the
Merger Agreement and Galileo’s Current Charter, the “outside date”
to consummate the proposed business combination is October 22,
2021. Additional information about Galileo and about the proposed
business combination with Shapeways can also be found in Galileo’s
other filings with the SEC, copies of which are available free of
charge at SEC.gov.
INVESTORS AND SECURITY HOLDERS OF GALILEO ARE URGED TO READ THE
REGISTRATION STATEMENT ON FORM S-4/A, WHICH WAS ORIGINALLY FILED
WITH THE SEC ON JUNE 9, 2021 AND DECLARED EFFECTIVE BY THE SEC ON
SEPTEMBER 7, 2021, AND INCLUDES THE DEFINITIVE JOINT PROXY
STATEMENT/CONSENT SOLICITATION/PROSPECTUS IN CONNECTION WITH
GALILEO'S SOLICITATION OF PROXIES FOR ITS EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS TO BE HELD TO APPROVE THE PROPOSED
TRANSACTION BECAUSE THE JOINT PROXY STATEMENT/CONSENT
SOLICITATION/PROSPECTUS CONTAINS IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION.
THE DEFINITIVE JOINT PROXY STATEMENT/CONSENT
SOLICITATION/PROSPECTUS WILL BE MAILED TO SHAREHOLDERS OF GALILEO
AS OF AUGUST 2, 2021 (THE RECORD DATE) FOR VOTING ON THE PROPOSED
TRANSACTION.
Shareholders will also be able to obtain copies of the
Registration Statement, including the joint proxy statement/consent
solicitation/prospectus and any other documents filed by Galileo
with the SEC, free of charge at the SEC's website
(www.sec.gov).
Participants in the Solicitation
Galileo and Shapeways and their respective directors, executive
officers and employees and other persons may be deemed to be
participants in the solicitation of proxies from the holders of
Galileo ordinary shares in respect of the proposed business
combination. Galileo shareholders and other interested persons may
obtain more detailed information regarding the names and interests
in the proposed transaction of Galileo's and Shapeways’ directors
and officers in Galileo’s filings with the SEC, including the
Registration Statement which includes the joint proxy statement/
consent solicitation / prospectus of Galileo for the proposed
transaction. These documents can be obtained free of charge from
the sources indicated above.
Disclaimer
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 not constitute an offer to sell or the solicitation of an
offer to buy any securities pursuant to the proposed transactions
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 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.
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