Global Consumer Acquisition Corp. cancelled the acquisition of Luminex Home Décor & Fragrance Holding Corporation from Centre Lane Partners, LLC, The Carlyle Group Inc. (NasdaqGS:CG) and others.
As per the filings on Luminex stockholder has already approved the Luminex Business Combination. The transaction has been unanimously approved by the Board of Directors of GACQ and is still subject to regulatory and stockholder approvals and other customary closing conditions. GACQ Board formed the Fairness Opinion Committee comprised of the Independent Directors of the GACQ Board and disinterested directors in the business combinations with Luminex. The shareholders meeting of GACQ is scheduled on November 10, 2022. The deal is expected to close in early 2022. As of June 24, 2022, the expected closing of the transaction is extended to August 15, 2022. As of August 21, 2022, the expected closing of the transaction is extended to December 11, 2022. The transaction is expected to provide Ascense Brands with approximately $117.5 million in cash proceeds.
As on September 27, 2022, Global Consumer Acquisition Corp. and Luminex Home Décor & Fragrance Holding Corporation entered into an third Amendment to Stock Purchase Agreement in which, the condition precedent requiring Global Consumer Acquisition Corp. to obtain financing of at least $180 Million in cash proceeds is removed and provide that Global Consumer Acquisition Corp. is to use commercially reasonable efforts to secure additional financing. As of November 28, 2022, Luminex Seller sent a notice to the Global Consumer Acquisition Corp. purporting to terminate the Luminex SPA pursuant to Section 8.2(b) thererof, alleging certain breaches by the Company of one or more representations, warranties, agreements or covenants contained in the Luminex SPA. On December 6, 2022, the Company sent a reply to Luminex Seller rejecting the Notice and stating that the claims in the Notice have no basis. Pursuant to its charter, if the Company does not consummate an initial business combination by December 11, 2022, the Company will be required to dissolve and liquidate as soon as reasonably practicable.
Jason R. Grove of Jones Day acted as legal advisor to Luminex while Mitchell Nussbaum of Loeb & Loeb LLP acted as legal advisor to Global Consumer. Whitewater Corporate Advisory Private Limited acted as financial advisor to GACQ. Deloitte Touche (US) acted as due diligence provider and Crowe LLP acted as accountant to Luminex. Loeb & Loeb LLP, Loyens & Loeff N.V., Cassels Brock & Blackwell LLP, Cassels Brock & Blackwell LLP, International Counsels Advocates & Legal Consultants and Shardul Amarchand Mangaldas & Co acted as due diligence providers to GACQ. GACQ has engaged Advantage Proxy to assist in the solicitation of proxies for the Meeting. GACQ has agreed to pay Advantage Proxy a fee of $10,000, plus, disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses. Continental Stock Transfer & Trust Company acted as transfer agent to GACQ. GACQ paid BDO USA, LLP a non-contingent, fixed fee of $320,000 as compensation for the delivery of the fairness opinion.
Global Consumer Acquisition Corp. cancelled the acquisition of Luminex Home Décor & Fragrance Holding Corporation from Centre Lane Partners, LLC, The Carlyle Group Inc. (NasdaqGS:CG) and others on February 1, 2023. The deal fell apart because Global Consumer was unable to secure financing.