MIC Announces Record Date and Meeting Date for Special Meeting of Shareholders
28 Juillet 2021 - 10:31PM
Business Wire
Macquarie Infrastructure Corporation (NYSE: MIC) (the “Company”)
today announced that its Board of Directors set August 23, 2021 as
the record date for a Special Meeting of Shareholders to be held
virtually at 10:00am on September 21, 2021.
Record date holders will be asked to separately approve the sale
of the Company’s Atlantic Aviation business to a newly formed
entity controlled by KKR (“AA Transaction”), the merger of its MIC
Hawaii businesses into a newly formed entity managed by Argo
Infrastructure Partners, LP (“MH Merger”) and the adjournment of
the meeting, if necessary or appropriate, to solicit additional
proxies. If approved, the AA Transaction is expected to close in
the third quarter of 2021 and the MH Merger is expected to close in
the first half of 2022.
Consummation of the AA Transaction is not conditioned upon
approval of the MH Merger. The MH Merger, however, is conditioned
upon shareholder approval and consummation of the AA
Transaction.
The special meeting will be a “virtual meeting” of shareholders,
meaning that shareholders may participate solely “by means of
remote communications.” Distribution of the definitive proxy and
any other materials pertaining to the meeting is expected to
commence on or immediately following the record date.
About MIC
MIC owns and operates businesses providing basic services to
customers in the United States. Its businesses consist of an
airport services business, Atlantic Aviation; and entities
comprising an energy services, production and distribution segment,
MIC Hawaii. For additional information, please visit the MIC
website at www.macquarie.com/mic.
Important Information For Investors And Stockholders
In connection with the proposed transactions, Macquarie
Infrastructure Corporation (the “Company”) has filed a proxy
statement with the Securities and Exchange Commission (“SEC”), the
definitive version of which will be mailed to stockholders of the
Company. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE STRONGLY
ENCOURAGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of
the proxy statement and other documents filed with the SEC by the
Company through the website maintained by the SEC at
https://www.sec.gov. Copies of the documents filed with the SEC by
the Company will also be available free of charge on the Company
website at www.macquarie.com/mic or by writing to us at 125 West
55th Street, New York, New York 10019, United States of America,
Attention: Investor Relations.
Certain Information Regarding Participants
The Company and its directors and executive officers may be
considered participants in the solicitation of proxies in
connection with the proposed transactions. Information about the
directors and executive officers of the Company is set forth in its
Annual Report on Form 10-K for the year ended December 31, 2020,
which was filed with the SEC on February 17, 2021, and its
definitive proxy statement for its 2021 annual meeting of
stockholders, which was filed with the SEC on March 29, 2021. Other
information regarding the participants of the Company in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC regarding the transaction when they become available.
Disclaimer on Forward Looking Statements
This communication contains forward-looking statements. The
Company may, in some cases, use words such as “project,” “believe,”
“anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,”
“would,” “could,” “potentially” or “may” or other words that convey
uncertainty of future events or outcomes to identify these
forward-looking statements. Such statements include, among others,
those concerning the Company’s expected financial performance and
strategic and operational plans, statements regarding potential
sales of the Company’s operating businesses (including the
Company’s proposed reorganization) and the anticipated uses of any
proceeds therefrom, statements regarding the anticipated specific
and overall impacts of the COVID-19 pandemic, as well as all
assumptions, expectations, predictions, intentions or beliefs about
future events. Forward-looking statements in this communication are
subject to a number of risks and uncertainties, some of which are
beyond the Company’s control, including, among other things:
changes in general economic or business conditions; the ongoing
impact of the COVID-19 pandemic; the Company’s ability to complete
the sale of its operating businesses; uncertainties as to the
timing of the consummation of the proposed transactions; the risk
that conditions to closing of the proposed transactions are not
satisfied, including the failure to timely obtain the requisite
stockholder approvals or regulatory clearances; the occurrence of
any event giving rise to a termination of the proposed
transactions; the Company’s ability to service, comply with the
terms of and refinance debt; its ability to retain or replace
qualified employees; in the absence of a sale or sales of its
businesses, its ability to complete growth projects, deploy growth
capital and manage growth, make and finance future acquisitions and
implement its strategy; the regulatory environment; demographic
trends; the political environment; the economy, tourism,
construction and transportation costs; air travel; environmental
costs and risks; fuel and gas and other commodity costs; the
Company’s ability to recover increases in costs from customers;
cybersecurity risks; work interruptions or other labor stoppages;
risks associated with acquisitions or dispositions; litigation
risks; reliance on sole or limited source suppliers, risks or
conflicts of interests involving the Company’s relationship with
the Macquarie Group; and changes in U.S. federal tax law. These and
other risks and uncertainties are described under the caption “Risk
Factors” in Item 1A of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2020 and in its other reports filed
from time to time with the SEC.
The Company’s actual results, performance, prospects, or
opportunities could differ materially from those expressed in or
implied by the forward-looking statements. Additional risks of
which the Company is not currently aware could also cause its
actual results to differ. In light of these risks, uncertainties,
and assumptions, you should not place undue reliance on any
forward-looking statements. The forward-looking events discussed in
this communication may not occur. These forward-looking statements
are made as of the date of this communication. The Company
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210728005987/en/
Investors: Jay Davis Investor Relations MIC
212-231-1825
Media: Lee Lubarsky Corporate Communications MIC
212-231-2638
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