Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 9, 2022, Primavera Capital Acquisition Corporation, a Cayman Islands
exempted company ("PCAC"), held its extraordinary general meeting of
shareholders (the "Extraordinary General Meeting"). At the Extraordinary General
Meeting, 39,752,303 ordinary shares of PCAC (including Class A ordinary shares
and Class B ordinary shares), representing approximately 73.96% of all of the
shares entitled to vote at the Extraordinary General Meeting, were present in
person or were represented by valid proxies; therefore, a quorum was present at
the Extraordinary General Meeting. The following two proposals were presented at
the Extraordinary General Meeting, each of which is described in more detail in
the proxy statement/prospectus (the "Proxy Statement") related to the
Extraordinary General Meeting, dated November 4, 2022, which was filed with the
Securities and Exchange Commission ("SEC").
The PCAC shareholders approved the Business Combination Proposal and the Merger
Proposal (each as defined in the Proxy Statement). The voting results for each
proposal were as follows:
Proposal 1: The Business Combination Proposal.
The PCAC shareholders approved the Business Combination Proposal. The approval
of the proposal required the affirmative vote of a simple majority of the votes
cast by holders of the Company's issued and outstanding ordinary shares present
in person, via the virtual meeting website or by proxy and entitled to vote at
the Extraordinary General Meeting. Proposal 1 received the following vote:
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
35,348,937 4,252,073 151,293 0
Proposal 2: The Merger Proposal.
The PCAC shareholders approved the Merger Proposal. The approval of the proposal
required the affirmative vote of a majority of at least two-thirds of the votes
cast by holders of the Company's issued and outstanding ordinary shares present
in person, via the virtual meeting website or by proxy and entitled to vote at
the Extraordinary General Meeting. Proposal 2 received the following votes:
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
35,348,937 4,252,073 151,293 0
As there were sufficient votes to approve the above proposals, the "Adjournment
Proposal" described in the Proxy Statement was not presented to PCAC
shareholders.
Item 7.01. Regulation FD Disclosure.
On December 12, 2022, Lanvin Group and PCAC issued a press release announcing
the approval of the proposals related to the business combination at the
Extraordinary General Meeting. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by
reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities under that section and shall not be deemed to be incorporated by
reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise expressly stated by specific reference in any
such filing.
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Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of
the federal securities laws. All statements other than statements of historical
fact contained in this communication, including, but not limited to, statements
as to future results of operations and financial position, planned products and
services, business strategy and plans, objectives of management for future
operations of the Lanvin Group, market size and growth opportunities,
competitive position, technological and market trends and the potential benefits
and expectations related to the terms and timing of the proposed business
combination with PCAC, are forward-looking statements. Some of these
forward-looking statements can be identified by the use of forward-looking
words, including "anticipate," "expect," "suggests," "plan," "believe,"
"intend," "estimates," "targets," "projects," "should," "could," "would," "may,"
"will," "forecast" or other similar expressions. All forward-looking statements
are based upon estimates and forecasts and reflect the views, assumptions,
expectations, and opinions of the Lanvin Group and PCAC, which are all subject
to change due to various factors. Any such estimates, assumptions, expectations,
forecasts, views or opinions, whether or not identified in this communication,
should be regarded as indicative, preliminary and for illustrative purposes only
and should not be relied upon as being necessarily indicative of future results.
The forward-looking statements contained in this communication are subject to a
number of factors, risks and uncertainties. Potential risks and uncertainties
that could cause the actual results to differ materially from those expressed or
implied by forward-looking statements include, but are not limited to, changes
in domestic and foreign business, market, financial, political and legal
conditions; the timing and structure of the business combination with PCAC;
changes to the proposed structure of the business combination with PCAC that may
be required or appropriate as a result of applicable laws or regulations; the
inability of the parties to successfully or timely consummate the business
combination with PCAC and the other transactions in connection therewith,
including as a result of the COVID-19 pandemic or the risk that any regulatory
approvals are not obtained, or are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected
benefits of the business combination with PCAC; the risk that the business
combination with PCAC disrupts current plans and operations of PCAC or the
Lanvin Group as a result of the announcement and consummation of the business
combination with PCAC; the ability of the Lanvin Group to grow and manage growth
profitably and retain its key employees including its chief executive officer
and executive team; the inability to obtain or maintain the listing of the
post-acquisition company's securities on The New York Stock Exchange following
the business combination with PCAC; failure to realize the anticipated benefits
of the business combination with PCAC; risk relating to the uncertainty of the
projected financial information with respect to the Lanvin Group; the amount of
redemption requests made by PCAC's shareholders and the amount of funds
available in the PCAC trust account; general economic conditions and other
factors affecting the Lanvin Group's business; Lanvin Group's ability to
implement its business strategy; Lanvin Group's ability to manage expenses;
changes in applicable laws and governmental regulation and the impact of such
changes on Lanvin Group's business, Lanvin Group's exposure to litigation claims
and other loss contingencies; the risks associated with negative press or
reputational harm; disruptions and other impacts to Lanvin Group's business, as
a result of the COVID-19 pandemic and government actions and restrictive
measures implemented in response; Lanvin Group's ability to protect patents,
trademarks and other intellectual property rights; any breaches of, or
interruptions in, Lanvin Group's technology infrastructure; changes in tax laws
and liabilities; and changes in legal, regulatory, political and economic risks
and the impact of such changes on Lanvin Group's business. 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
LGHL's Registration Statement on Form F-4, PCAC's Annual Report on Form 10-K and
other documents filed by Lanvin Group Holdings Limited, a Cayman Islands
exempted company ("LGHL"), or PCAC 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. In addition, there may be additional risks that
neither PCAC nor Lanvin Group presently know, or that PCAC or Lanvin Group
currently believe are immaterial, that could also cause actual results to differ
from those contained in the forward-looking statements. Forward-looking
statements reflect PCAC's and Lanvin Group's expectations, plans, projections or
forecasts of future events and view. If any of the risks materialize or PCAC's
or Lanvin Group's assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking statements.
Forward-looking statements speak only as of the date they are made. PCAC and
Lanvin Group anticipate that subsequent events and developments may cause their
assessments to change. However, while LGHL, PCAC and Lanvin Group may elect to
update these forward-looking statements at some point in the future, LGHL, PCAC
and Lanvin Group specifically disclaim any obligation to do so, except as
required by law. The inclusion of any statement in this document does not
constitute an admission by Lanvin Group nor PCAC or any other person that the
events or circumstances described in such statement are material. These
forward-looking statements should not be relied upon as representing PCAC's or
Lanvin Group's assessments as of any date subsequent to the date of this
document. Accordingly, undue reliance should not be placed upon the
forward-looking statements. In addition, the analyses of Lanvin Group and PCAC
contained herein are not, and do not purport to be, appraisals of the
securities, assets or business of the Lanvin Group, PCAC or any other entity.
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Important Additional Information
This communication relates to a proposed business combination between Lanvin
Group and PCAC. This document does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
LGHL has filed a Registration Statement with the U.S. Securities and Exchange
Commission (the "SEC") which includes a preliminary proxy statement in relation
to the vote by PCAC's shareholders in connection with the proposed business
combination and other matters as described in the Registration Statement, as
well as a preliminary prospectus with respect to LGHL's securities to be issued
in connection with the proposed business combination. PCAC and LGHL also will
file other documents regarding the proposed business combination with the SEC.
Shareholders and investors may also obtain a copy of the definitive proxy
statement/prospectus, as well as other documents filed with the SEC regarding
the proposed transactions and other documents filed with the SEC by PCAC,
without charge, at the SEC's website located at www.sec.gov or by directing a
request to PCAC.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY
OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
No Offer or Solicitation
This communication 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 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 offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1 Press Release, dated December 12, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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