E la Carte, Inc. entered into a definitive merger agreement to acquire Ventoux CCM Acquisition Corp. from a group of sellers for $800 million in a reverse merger transaction.
The closing is subject to certain customary conditions, including, among other things, approval by VTAQ's and Presto's stockholders of the merger agreement; the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; regulatory approvals; the Registration Statement being declared effective by the SEC; VTAQ having at least $85 million of cash available at the Closing, consisting of cash held in its trust account and the aggregate amount of cash actually invested in (or contributed to) VTAQ pursuant to the subscription agreements and the shares of common stock of New Presto to be issued in connection with the business combination having been approved for listing by the Nasdaq Stock Market LLC. In connection with the transactions contemplated by this agreement, Ventoux shall comply promptly but in no event later than fifteen business days after the date hereof with the notification and reporting requirements of the HSR Act. As of April 1, 2022, Ventoux has extended the date by which the company has to consummate a business combination from March 30, 2022, to June 30, 2022. In addition, Ventoux and Presto have amended the merger agreement to lower the minimum cash condition from $85 million to $65 million and extend the termination date of the merger agreement to August 31, 2022. The Boards of Directors of both Presto and Ventoux have unanimously approved the proposed business combination. As of May 23, 2022, the shareholders meeting of Ventoux is scheduled on June 16, 2022. The transaction was approved by Ventoux shareholders on September 14, 2022. The Amendment also amends the Merger Agreement to extend the termination date of the merger agreement to August 31, 2022. The transaction is expected to be completed in the first half of 2022. As of September 14, 2022, the closing of the business combination is expected to take place on September 20, 2022.
Jefferies LLC is acting as exclusive financial advisor with a service fee of $4 million and exclusive capital markets advisor to Presto, and Colin Diamond, Tali Sealman, Laura Katherine Mann, Jonathan Michels, Laura McDaniels, Steven Gee, Joshua Butler and Emery Choi of White & Case LLP are acting as legal advisors to Presto. Chardan Capital Markets, LLC acted as financial advisor to Ventoux with a service fee of $1 million and William Blair & Company, L.L.C. acted as financial advisor and placement agent to Ventoux and will be entitled to receive up $1.6 million in placement agent and financial advisory fees. Mathew J. Saur of Woolery & Co. PLLC and Ilan Katz and Brian Lee of Dentons US LLP are acting as legal advisors to Ventoux. William Blair & Company, L.L.C., Truist Securities, Inc. and Chardan are acting as placement agents for the PIPE financing and as capital markets advisors, and Mayer Brown, LLP is acting as legal advisor to the placement agents. Morrow & Co., LLC acted as the information agent to Ventoux and will receive a fee of $27,500 for its services.