Supplemental Disclosures to Proxy Statement
As previously disclosed, on September 30, 2020, Oaktree Acquisition Corp. (“OAC”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among OAC, Rx Merger Sub, Inc. and Hims, Inc. (“Hims”).
On January 5, 2021, OAC received a letter (the “Shareholder Letter”) from WeissLaw LLP on behalf of a purported shareholder of OAC claiming certain allegedly material omissions in the definitive proxy statement filed on December 29, 2020 by OAC (the “Proxy Statement”) in connection with the transactions contemplated by the Merger Agreement (together, the “Business Combination”). On January 12, 2012, OAC filed a Current Report on Form 8-K that supplemented the disclosures in the Proxy Statement.
While OAC believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to moot the purported shareholder’s disclosure claims in the Shareholder Letter, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, OAC has determined to further voluntarily supplement the Proxy Statement with the supplemental disclosure set forth below (the “Supplemental Disclosure”). Nothing in the Supplemental Disclosure shall be deemed an admission of the legal necessity or materiality under applicable laws of the disclosure set forth herein. To the contrary, OAC specifically denies all allegations in the Shareholder Letter that any additional disclosure was or is required. OAC believes the Shareholder Letter is without merit.
The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety:
In connection with the consummation of the Business Combination, Credit Suisse and Deutsche Bank will be entitled to (i) deferred underwriting compensation, as set forth in the registration statement for OAC’s initial public offering, which closed on July 22, 2019, and (ii) customary fees in connection with the PIPE Financing and Business Combination. These fees will be paid at the closing of the Business Combination, and are conditioned upon the successful completion of the Business Combination; if the Business Combination does not close, Credit Suisse and Deutsche Bank will not be entitled to such fees.
Additional Information
OAC has filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement/prospectus. OAC has mailed the definitive proxy statement/prospectus and other relevant documents to its shareholders. Investors and security holders of OAC are advised to read the definitive proxy statement/prospectus in connection with OAC’s solicitation of proxies for the General Meeting of shareholders, at which the Business Combination (and related matters) will be considered and voted upon, because the definitive proxy statement/prospectus contains important information about the Business Combination and the parties to the Business Combination. The definitive proxy statement/prospectus was mailed to shareholders of OAC that hold their shares in “street name” as of December 4, 2020; shareholders that hold their shares in registered form are entitled to vote their shares held on the date of the meeting. Shareholders will also be able to obtain copies of the definitive proxy statement/prospectus, without charge, on the SEC website at www.sec.gov, or by directing a request to: Oaktree Acquisition Corp., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
Participants in the Solicitation
OAC and its directors and executive officers may be deemed participants in the solicitation of proxies from OAC’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in OAC is contained in the definitive proxy statement, which was filed with the SEC and available free of charge at the SEC’s website at www.sec.gov, or by directing a request to: Oaktree Acquisition Corp., 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.
