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MarketScreener Homepage  >  Equities  >  Nyse  >  Global Blue Group Holding AG    GB   CH0562152865

GLOBAL BLUE GROUP HOLDING AG

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FAR POINT ACQUISITION CORP : Submission of Matters to a Vote of Security Holders (form 8-K)

08/24/2020 | 04:40pm EST

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 24, 2020, Far Point Acquisition Corporation, a Delaware corporation ("FPAC"), held a special meeting of stockholders ("Special Meeting"). At the Special Meeting, FPAC's stockholders considered and approved the Agreement and Plan of Merger, dated as of January 16, 2020 (the "Merger Agreement"), and to approve the business combination contemplated by such agreement, by and among FPAC, SL Globetrotter, L.P., a Cayman Islands exempted limited partnership ("Globetrotter" and, in its capacity as a representative of Global Blue (as defined below) and its shareholders as of the date of the Merger Agreement and immediately prior to the closing, the "GB Shareholders' Representative"), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland ("New Global Blue"), Global Blue US Holdco LLC, a Delaware limited liability company, Global Blue US Merger Sub Inc., a Delaware corporation ("US Merger Sub"), Global Blue Holding L.P., a Cayman Islands exempted limited partnership ("Cayman Holdings"), the individuals named therein (the "Management Sellers" and, together with Globetrotter and Cayman Holdings, the "Seller Parties"), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland ("Global Blue"), Thomas W. Farley, solely in his capacity as the FPAC Shareholders' Representative, solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC, a Delaware limited liability company, and Jacques Stern, solely in his capacity as the Management Representative, which, among other things, provides for (a) the Seller Parties undertaking a series of transactions pursuant to which they will sell, exchange and contribute the ordinary shares of Global Blue for a mix of cash and ordinary shares of New Global Blue, and in certain circumstances preferred shares of New Global Blue, and (b) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, merging with and into FPAC, with FPAC being the surviving corporation in the Merger.

The following is a tabulation of the votes with respect to this proposal, which was approved by FPAC's stockholders:



For           Against     Abstain   Broker Non-Votes
53,505,646   12,720,235     11            N/A

Prior to the Special Meeting, holders of 48,708,994 shares common stock issued in FPAC's initial public offering exercised their rights to convert those shares to cash at a conversion price of approximately $10.29 per share, or an aggregate of approximately $501.2 million.

Because the proposal to approve the Merger Agreement and the transactions contemplated thereby was approved, the proposal to adjourn the Special Meeting to a later date or dates, if necessary, was not presented at the Special Meeting.




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