Business Context and Reporting Period
This Form 8-K is filed by FinTech Acquisition Corp. II (the "Company") on May 18, 2018. The filing serves as a Regulation FD disclosure regarding a proposed merger with Intermex Holdings II, Inc. ("Intermex"), a money transfer business. The transaction was originally announced on December 19, 2017, via a Merger Agreement.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for either the Company or Intermex. This document is a procedural update regarding the merger process rather than a financial results report.
Material Changes and Transaction Structure
- Merger Structure: The transaction involves a two-step merger. First, a wholly-owned subsidiary (Merger Sub 1) will merge with Intermex. Second, the surviving entity will merge with another subsidiary (Merger Sub 2), which will become a direct wholly-owned subsidiary of the Company.
- Regulatory Filings: The Company has filed a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus. A definitive proxy statement will be mailed to stockholders for a special meeting to approve the Merger.
- Stockholder Incentives: Prior to the special meeting, certain existing stockholders (including officers and directors) may enter into transactions with other investors to provide incentives for the approval of the Merger. These may include share purchases or sales at nominal or non-market prices, provided no material nonpublic information is involved.
Guidance, Outlook, and Risks
The filing contains 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 meet other closing conditions.
- Inability to meet NASDAQ listing standards post-merger.
- Disruption of Intermex's current operations due to the transaction.
- Challenges in retaining management, key employees, and supplier relationships.
- Changes in applicable laws, regulations, or economic conditions.
The Company explicitly states it undertakes no obligation to update forward-looking statements.
Investor Verification Checklist
- Review the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for detailed financial data on Intermex and transaction terms.
- Verify the record date for the special stockholder meeting to approve the Merger.
- Monitor for any termination events that could cause the Merger Agreement to be voided.
- Check for updates on NASDAQ listing standards compliance for the combined entity.
- Confirm the final terms of any stockholder incentive arrangements prior to the vote.