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GlobeNewswire
Atlas Technical Consultants, Inc. Announces Change to Registration Statement for its Exchange Offer and Request for Consent to its Warrants
AUSTIN, Texas, November 9, 2020 (GLOBE NEWSWIRE) – Atlas Technical Consultants, Inc. (NASDAQ: ATCX) (“Atlas” or the “Company”), a leading provider of professional testing, inspection, engineering, environment and consulting services, today announced that it has filed an amendment (the “Amendment”) to the Registration Statement originally filed with the Securities and Exchange Commission (the “SEC”) on October 19, 2020, registering Class A common stock, worth $ 0, 0001 (the “Class A common shares”) of Atlas that may be issued as part of the Company’s previously announced exchange offer (the “Offer”) and request for consent (the “Consent Solicitation”) relating to its public warrants and of private placement (collectively, the “warrants”) for the purchase of Class A ordinary shares. Atlas has submitted the Amendment in order, among other things, to update the Registration Statement to include its financial information and related not certified for the three months and nine months ending September 30, 2020. The terms of the Offer and the Consent Solicitation are unchanged except as expressly established in the amendment. The offering period will continue until midnight (end of day), Eastern Standard Time, November 16, 2020, or until the time and date thereafter to which the Company may extend (the “Expiry Date”) as described in Annex TO, dated October 19, 2020 and the Prospectus / Exchange Offer, dated October 19, 2020, each of which has been filed with the SEC. The warrants offered can be withdrawn by the holders at any time prior to the Maturity Date. The Company has engaged BofA Securities, Inc. as Dealer Manager for the Offering and Consent Solicitation. Any questions or requests for assistance relating to the Offer and the Consent Solicitation can be directed to BofA Securities, Inc. at (888) 803-9655 (toll free). DF King & Co., Inc. has been appointed Information Agent for the Offer and Request for Consent and Continental Stock Transfer & Trust Company has been appointed as Trading Agent. Copies of the Important Information in Exhibit A and the Prospectus / Exchange Offer will be available free of charge on the SEC’s website at www.sec.gov. Requests for documents can also be directed to BofA Securities, Inc. at (888) 803-9655 (toll free). A registration statement on Form S-4 relating to the securities to be issued in the Offer entered into force on 30 October 2020. This announcement is for information purposes only and will not constitute an offer to buy or a solicitation of an offer to sell warrants or an offer to sell or a solicitation of an offer to purchase Class A common stock in any state where such offer, solicitation or sale would be illegal prior to registration or qualification under the laws of that state . The Offer and the Consent Solicitation are made only through the Attachment TO and the Prospectus / Exchange Offer, and the full terms and conditions of the Offer and the Consent Solicitation are set out in the Attachment TO and the Prospectus / Exchange Offer. are encouraged to read the Annex TO and the Prospectus / Exchange Offer carefully before making any decisions regarding the Offer and the Consent Solicitation as they contain important information, including the various terms and conditions of the Offer and the Consent Solicitation. the Company, any of its officers or board of directors, or the Information Agent, the Trading Agent or the Dealing Manager makes any recommendations as to whether or not warrant holders should offer warrant to exchange in the Offer or to consent to the Amendment of the warrant in Consent Solicitation. About Atlas Technical Consultants Based in Austin, Texas, Atlas is a leading provider of professional testing, inspection, engineering, environmental, program management and consulting services. Under the name Atlas Technical Consultants, we offer solutions to public and private sector clients in the transportation, commercial, water, government, education and industrial markets. With approximately 140 offices in 41 states and approximately 3,300 employees, Atlas provides a wide range of mission-critical technical services, helping customers test, inspect, certify, plan, design and manage a wide variety of projects in diverse end markets . For more information, visit https://www.oneatlas.com. Forward-Looking Statements This press release contains certain forward-looking statements, including, but not limited to, statements relating to the Company’s expectations regarding the completion, timing and size of the proposed public offering. Forward-looking statements are based on the Company’s current expectations and assumptions. The Private Securities Litigation Reform Act of 1995 provides a safe haven for forward-looking statements. These statements can be identified by the use of forward-looking expressions, including, but not limited to, “expect”, “anticipate”, “intend”, “plan”, “believe”, “estimate”, “potential”, “predict” , “” project “,” should “,” would be “and similar expressions and the negative aspects of such terms, including but not limited to the risks related to customary closing conditions or other risks discussed in the Company’s annual report on Form 10 -K for year ended December 31, 2019, as updated by its quarterly report on Form 10-Q for the quarter ended September 30, 2020 and in the prospectus relating to the proposed offering filed with the Securities Exchange Commission. Potential investors are cautioned not to place undue reliance on these forward-looking statements, which are effective only as of the date of this document. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Contact: Media Karlene Barron 770-314-5270 [email protected] Investor Relations 512-851-1507 [email protected]
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