MDH Acquisition Corp. and Olive Ventures Holdings, Inc. announce the filing of Amendment # 2 to the registration statement on Form S-4 by Olive Ventures Holdings, Inc., with third quarter results for olive.com

NEW YORK–(COMMERCIAL THREAD) – MDH Acquisition Corp. (NYSE: MDH, MDH.WS, MDH.U) today announced that Olive Ventures Holdings, Inc. has filed with the United States Securities and Exchange Commission (“SEC”) Amendment No. 2 the registration statement on Form S-4 (the “Form S-4”), which includes a preliminary proxy statement from MDH regarding the proposed business combination (the “business combination” with OP Group Holdings , LLC (“olive.com”), an online vehicle protection and payment services company, and Olive Ventures Holdings, Inc., a new public company on completion of the business combination. The Form S -4 includes Q3 results for olive.comtm and other information on olive.com’s ongoing strategic acquisition efforts with potential targets. The Form S-4 filed by Olive Ventures Holdings, Inc. can be viewed on the SEC’s website at www.sec.gov.

Upon completion of the business combination, which is subject to certain closing conditions, including MDH shareholder approval, MDH shareholders will become shareholders of Olive Ventures Holdings, Inc., a new public company traded under the ticker symbol “OLV” on the New York Stock Exchange.

Presentation to investors:

Olive.com and MDH each released an updated investor presentation, which was filed by MDH with the SEC on November 15, 2021 as an attachment to its current report on Form 8-K.

On olive.com:

olive.com, the leader in online payment services and vehicle protection plans, was designed to give customers peace of mind. Vehicle protection plans cover mechanical failure of the vehicle after the manufacturer’s warranty expires. With olive.com, consumers can now purchase a vehicle protection plan directly, without pressure, from the comfort of their own homes. olive.com offers a range of coverage and franchise options to suit all budgets, and their products are accessible, affordable, transparent and user-friendly – a true choice, fully digital any time of the day or night. Founded in 2006 and based in Chicago, Illinois, olive.com its products, customer service and reputation for excellence have earned it an A + rating with the Better Business Bureau (BBB) ​​and partnerships with leading insurance companies and globally recognized brands.

About MDH Acquisition Corp. :

MDH Acquisition Corp. (NYSE: MDH) was formed with the goal of accelerating the growth of a well-capitalized, profitable private company poised to become a publicly traded company. MDH focuses on areas that complement the leadership team’s experience and proven capabilities in starting a business. Given the operational experience of the management team, MDH is geographically focused, pursuing opportunities located in the heart of the United States. MDH is chaired by Executive Chairman Franklin McLarty, Vice Chairman Jim Wilkinson, CEO Beau Blair and CFO Brent Whittington.

Important information about the proposed transaction and where to find it

In connection with the business combination, Olive Ventures Holdings, Inc. (“PubCo”) has filed a registration statement on Form S-4 (File No. 333-258688), which includes a preliminary power of attorney from MDH and a PubCo prospectus (as amended, “Form S-4” with the Securities and Exchange Commission (the “SEC”). In addition, MDH and PubCo have filed and will file other relevant documents with the SEC in in connection with the business combination. MDH security holders are urged to read Form S-4 and other relevant documents before making a voting decision on the proposed business combination, as they contain important information about the business combination. the business combination and the parties to the business combination Copies can be obtained free of charge from the SEC’s website at www.sec.gov or by submitting a written request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100, Southlake, TX 76092.

Participants in the call for tenders

MDH and its directors and officers may be considered participants in the solicitation of proxies from MDH shareholders with respect to the proposed business combination. A list of the names of such directors and officers and a description of their interests in MDH is contained in MDH’s final prospectus relating to its IPO dated February 1, 2021, which has been filed with the SEC and is available free of charge at the SEC’s website address at www.sec.gov, or by directing a request to MDH Acquisition Corp., 600 N. Carroll Ave., Suite 100, Southlake, TX 76092. Additional information regarding the interests of these participants is set out in Form S-4 for the Business Combination offers.

Olive Ventures Holdings, Inc. (“PubCo”) and OP Group Holdings, LLC (“OP Group” and, together with subsidiaries of OP Group and PubCo, the “Company”) and directors and officers of the Company may also be considered as participants in the solicitation of proxies from MDH shareholders in the context of the proposed Business Combination. A list of the names of such directors and officers and information regarding their interests in the proposed business combination is set out in the proxy circular / prospectus for the proposed business combination.

No offer or solicitation

This communication does not constitute a solicitation of proxy, consent or authorization concerning any securities or concerning the business combination. This communication does not constitute an offer to sell or the solicitation of an offer to buy securities, and there will be no sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal before. registration or qualification. under the securities laws of that state or jurisdiction. No offer of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Forward-looking statements

Certain statements contained in this communication may be considered as forward-looking statements. Forward-looking statements generally relate to future events of MDH Acquisition Corp. (“MDH”), or the future financial or operational performance of Olive Ventures Holdings, Inc. (“PubCo”) and OP Group Holdings, LLC (“OP Group” and, together with subsidiaries of OP Group and PubCo , the society “). For example, projections of future Adjusted EBITDA and other measures are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, ” believe ”,“ predict ”,“ potential ”or“ continue ”, or the negative aspects of these terms or variations thereof or similar terminology. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

These forward-looking statements are based on estimates and assumptions which, although considered reasonable by MDH and its management, and the Company and its management, as the case may be, are inherently uncertain. Factors that could cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstance that may result in termination of negotiations and any subsequent definitive agreement concerning the business combination; (2) the outcome of any legal proceedings that may be brought against MDH, the merged company or others following the announcement of the Business Combination and the related final agreements; (3) the inability to complete the Business Combination due to the inability to obtain MDH shareholder approval, to obtain financing to complete the Business Combination or to meet other conditions until closing; (4) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition of obtaining regulatory approval of the Business Combination; (5) the ability to comply with stock market listing standards after the completion of the Business Combination; (6) the risk that the Business Combination will disrupt the Company’s current plans and operations following the announcement and completion of the Business Combination; (7) the company’s ability to recognize the anticipated benefits of the business combination, which may be affected, inter alia, by competition, the combined company’s ability to grow and manage its growth profitably, to maintain relationships with customers and suppliers and retain its management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that the Company or the combined company will be affected by other economic, commercial and / or competitive factors; (11) the estimates of expenses and profitability of the Company; and (12) other risks and uncertainties set out in the section entitled “Risk Factors” and “Caution Regarding Forward-Looking Statements” in MDH’s periodic filings with the SEC, including MDH’s final prospectus relating to its initial public offering dated February 1. 2021 and in Form S-4 (as defined above) filed by PubCo. Nothing in this communication should be taken as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the intended results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Neither MDH nor the Company undertakes to update these forward-looking statements.


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