Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.l to this Current Report and incorporated into this Item
7.01 by reference is the investor presentation dated January 7, 2020 that will
be used by Gores Holdings III, Inc. (the "Company") in making presentations to
certain existing and potential stockholders of the Company with respect to the
transactions contemplated by that certain Agreement and Plan of Merger, dated as
of November 1, 2019 (the "Merger Agreement"), entered into by and among the
Company, Shay Holding Corporation ("Shay Holding") and the other parties
thereto.
The information in this Current Report and Exhibit 99.1 attached hereto is being
furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or otherwise be subject to the liabilities of that section, nor
shall it be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filings. This Current Report will not be
deemed an admission as to the materiality of any of the information in this Item
7.01, including Exhibit 99.1.
Additional Information about the Transactions and Where to Find It
On November 22, 2019, the Company filed with the Securities and Exchange
Commission ("SEC") a preliminary proxy statement in connection with the proposed
transactions contemplated by the Merger Agreement. On December 31, 2019, the
Company filed Amendment No. 1 to the preliminary proxy statement with the SEC.
When available, the Company will mail a definitive proxy statement and other
relevant documents to its stockholders. The definitive proxy statement will
contain important information about the proposed transactions contemplated by
the Merger Agreement and the other matters to be voted upon at a meeting of
stockholders to be held to approve the proposed transactions contemplated by the
Merger Agreement and other matters (the "Special Meeting") and is not intended
to provide the basis for any investment decision or any other decision in
respect of such matters. Company stockholders and other interested persons are
advised to read the preliminary proxy statement, the amendments thereto, and,
when available, the definitive proxy statement in connection with the Company's
solicitation of proxies for the Special Meeting because the proxy statement will
contain important information about the proposed transactions. When available,
the definitive proxy statement will be mailed to Company stockholders as of a
record date to be established for voting on the proposed transactions
contemplated by the Merger Agreement and the other matters to be voted upon at
the Special Meeting. Company stockholders will also be able to obtain copies of
the proxy statement, without charge, once available, at the SEC's website at
www.sec.gov or by directing a request to: Gores Holdings III, Inc., 9800
Wilshire Boulevard, Beverly Hills, CA 90212, attention: Jennifer Kwon Chou
(email: jchou@gores.com).
Participants in Solicitation
The Company and its directors and officers may be deemed participants in the
solicitation of proxies of Company stockholders in connection with the proposed
transactions. Company stockholders and other interested persons may obtain,
without charge, more detailed information regarding the directors and officers
of the Company in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2018, which was filed with the SEC on March 18,
2019. Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies to Company stockholders in
connection with the proposed transactions contemplated by the Merger Agreement
and other matters to be voted upon at the Special Meeting will be set forth in
the definitive proxy statement for the proposed transactions when available.
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed transactions will be
included in the proxy statement that the Company intends to file with the SEC.
Forward Looking Statements
This Current Report may contain a number of "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include information concerning the Company's or Shay Holding's
possible or assumed future results of operations, business strategies, debt
levels,
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competitive position, industry environment, potential growth opportunities and
the effects of regulation, including whether this transaction will generate
returns for stockholders. These forward-looking statements are based on the
Company's or Shay Holding's management's current expectations, estimates,
projections and beliefs, as well as a number of assumptions concerning future
events. When used in this press release, the words "estimates," "projected,"
"expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks,"
"may," "will," "should," "future," "propose" and variations of these words or
similar expressions (or the negative versions of such words or expressions) are
intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance,
conditions or results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or Shay Holding's management's control, that could cause
actual results to differ materially from the results discussed in the
forward-looking statements. These risks, uncertainties, assumptions and other
important factors include, but are not limited to: (a) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement and the proposed transactions contemplated thereby; (b) the
inability to complete the transactions contemplated by the Merger Agreement due
to the failure to obtain approval of the stockholders of the Company or other
conditions to closing in the Merger Agreement; (c) the ability to meet Nasdaq's
listing standards following the consummation of the transactions contemplated by
the Merger Agreement; (d) the inability to complete the private placement of
Class A common stock of the Company as contemplated by the Merger Agreement;
(e) the risk that the proposed transactions disrupt current plans and operations
of Shay Holding or its subsidiaries as a result of the announcement and
consummation of the transactions described herein; (f) the ability to recognize
the anticipated benefits of the proposed transactions, which may be affected by,
among other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (g) costs related to the proposed
transactions; (h) changes in applicable laws or regulations; (i) the possibility
that Shay Holding may be adversely affected by other economic, business and/or
competitive factors; and (j) other risks and uncertainties indicated from time
to time in the final prospectus of the Company, including those under "Risk
Factors" therein, and other documents filed or to be filed with the SEC by the
Company. You are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made.
Forward-looking statements included in this Current Report speak only as of the
date of this Current Report. Except as required by law, neither the Company nor
Shay Holding undertakes any obligation to update or revise its forward-looking
statements to reflect events or circumstances after the date of this release.
Additional risks and uncertainties are identified and discussed in the Company's
reports filed with the SEC and available at the SEC's website at www.sec.gov.
Disclaimer
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 Exhibits
(d) Exhibits
Exhibit
No. Exhibit
99.1 Investor Presentation of the Company dated January 7, 2020.
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