Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 22, 2020, Gores Holdings III, Inc. (the "Company") received a written
notice (the "Notice") from the Listing Qualifications Department of The Nasdaq
Stock Market ("Nasdaq") indicating the Company was not in compliance with Nasdaq
Listing Rule 5550(a)(3) (the "Minimum Public Holders Rule"), which requires the
Company to have at least 300 public holders for continued listing on the Nasdaq
Capital Market. The Notice is only a notification of deficiency, not of imminent
delisting, and has no current effect on the listing or trading of the Company's
securities on the Nasdaq Capital Market.
The Notice states that, under Nasdaq rules, the Company has 45 calendar days
from the date of the Notice, or until March 9, 2020 (the "Compliance Period"),
to submit a plan to regain compliance with the Minimum Public Holders Rule. The
Company expects to regain compliance with the Minimum Public Holders Rule in
connection with the consummation of its previously announced proposed business
combination pursuant to the Agreement and Plan of Merger (the "Merger
Agreement") dated November 1, 2019, by and among the Company, EAP Merger Sub,
Inc., EAP Merger Sub II, LLC, Shay Holding Corporation ("Shay Holding") and
Platinum Equity Advisors, LLC in its capacity as stockholder representative. The
Company is actively engaged in efforts to satisfy the Minimum Public Holders
Rule for the initial listing of the stock of the post-combination company, PAE
Incorporated, on Nasdaq in connection with the closing of the business
combination, which is expected to occur within the Compliance Period. If the
Company is unable to complete the business combination within the Compliance
Period, the Company will submit a plan in accordance with the Notice within such
period. If Nasdaq accepts the Company's plan, Nasdaq may grant an extension of
up to 180 calendar days from the date of the Notice to evidence compliance with
the Minimum Public Holders Rule. If Nasdaq does not accept the Company's plan,
the Company will have the opportunity to appeal the decision in front of an
independent Nasdaq Hearings Panel.
Item 8.01 Other Events.
On January 24, 2020, the Company filed a definitive proxy statement (the
"Definitive Proxy") for the Company's Special Meeting in Lieu of 2020 Annual
Meeting of Stockholders (the "Special Meeting") which will be held at 9:00 a.m.,
Eastern time, on February 7, 2020. At the Special Meeting, the Company's
stockholders will, among other items, vote on the proposed business combination
with Shay Holding. Assuming approval of the proposals at the Special Meeting by
the Company's stockholders, the Company expects to close the business
combination with Shay Holding shortly after the Special Meeting. The record date
for the Special Meeting is January 21, 2020.
Additional Information about the Transactions and Where to Find It
On January 24, 2020, the Company filed the Definitive Proxy in connection with
the business combination and the other transactions contemplated by the Merger
Agreement and has mailed the Definitive Proxy and other relevant documents to
its stockholders. The Definitive Proxy contains important information about the
proposed transactions contemplated by the Merger Agreement and the other matters
to be voted upon at the Special Meeting to approve the business combination and
the other transactions contemplated by the Merger Agreement and other matters
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 Definitive Proxy in connection with
the Company's solicitation of proxies for the Special Meeting because the
Definitive Proxy contains important information about the proposed transactions.
The Definitive Proxy has been mailed to Company stockholders as of a January 21,
2020 record date established for voting on the business combination and the
other 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 Definitive Proxy, without charge, 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 business combination and the other transactions contemplated
by the Merger Agreement and other matters to be voted upon at the Special
Meeting are set forth in the Definitive Proxy. Additional information regarding
the interests of participants in the solicitation of proxies in connection with
the proposed transactions are included in the Definitive Proxy.
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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, 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, including the Minimum Public Holders Rule, 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; (j) the Company's ability to submit a plan to regain
compliance satisfactory to Nasdaq; and (k) other risks and uncertainties
indicated from time to time in the Definitive Proxy 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.
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