Business Context and Reporting Period
This Form 8-K is a current report filed by FinTech Acquisition Corp. II on May 29, 2018. The filing serves as a Regulation FD disclosure regarding a previously announced merger agreement dated December 19, 2017, to acquire Intermex Holdings II, Inc. (International Money Express, Inc.). The transaction involves a two-step merger structure where Intermex will become a wholly-owned subsidiary of FinTech Acquisition Corp. II.
Financial Metrics
This filing is a disclosure of a corporate transaction and does not contain specific financial performance data (revenue, profit, cash flow, margins, debt, or liquidity) for either FinTech Acquisition Corp. II or Intermex. The filing text does not provide a clear value for any financial metrics.
Material Changes
The primary material event is the ongoing process to consummate the merger between FinTech Acquisition Corp. II and Intermex. Key developments include:
- Submission of a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus.
- Preparation to mail a definitive proxy statement/prospectus to stockholders for a special meeting to approve the Merger.
- Disclosure that certain existing stockholders, including officers and directors, may enter into transactions to provide incentives for the approval of the Merger, potentially involving share purchases or sales at prices other than fair market value.
Guidance, Outlook, and Risks
The filing contains extensive forward-looking statements regarding the timing of the Merger, future business plans, and Intermex's estimated results. Management cautions that actual results may differ materially due to several risks:
- Failure to obtain stockholder approval or satisfy other closing conditions.
- Termination of the Merger Agreement due to unforeseen events.
- Inability to meet NASDAQ listing standards post-merger.
- Operational disruptions to Intermex during the transaction process.
- Challenges in retaining key employees and managing growth.
- Changes in applicable laws or regulations.
The filing explicitly states it is not an offer to sell securities and that the information is not deemed filed for purposes of Section 18 of the Exchange Act.
Key Facts for Investor Verification
- Verify the status of the Form S-4 Registration Statement and the availability of the definitive proxy statement/prospectus for detailed transaction terms.
- Confirm the specific incentive arrangements being offered to stockholders to secure merger approval, as exact terms were not finalized at the time of this filing.
- Review the Form 10-K for the fiscal year ended December 31, 2017 for historical financial data on FinTech Acquisition Corp. II.
- Monitor the special stockholder meeting date and record date for voting on the Merger.
- Assess the NASDAQ listing standards compliance requirements for the combined entity post-merger.