Latest news with #Combination
The Guardian
21-05-2025
- Sport
- The Guardian
Field Notes: The birth of the playoffs, English football's biggest weekend
With the Guardian's unstoppable rise to global dominance** we at Guardian US thought we'd run a series of articles for fans wishing to improve their knowledge of the sport's history and storylines, hopefully in a way that doesn't patronise you to within an inch of your life. A warning: If you're the kind of person that finds The Blizzard too populist this may not be the series for you. ** Actual dominance may not be global. Or dominant The English Football League play-offs were introduced at the start of the 1986-87 season. So, having established that fact, let's park the idea completely, and go a further century back, all the way to Victorian times, and the birth of the Football League itself. The Football League was launched in 1888, and while its round-robin system of home and away games seems so glaringly obvious now – so watertight, so perfect – it's easy to forget that at some point in time it didn't exist, and some poor guy had to come up with the idea in the first place. Getting there took a bit of feeling around in the dark, accompanied by some abject failure. For example, a rival competition was set up by clubs not part of the nascent Football League. The Combination involved 20 clubs, but nobody put much thought into what any of them were combining with or for. Each would play eight matches against eight other sides in the division, and, er, that's it. Clubs were told to make their own arrangements, and with no central planning or subsequent guidance, this exercise in cat herding descended into high farce and was dissolved before the first season could be completed. A tough break for Newton Heath, who were looking good as the form team at the point of annulment; whatever happened to them? A total fiasco and an affront to sporting integrity, then, albeit one which bears worrying similarities to the new Swiss-style Champions League. Oh the humanity. Will we ever learn? While the Combination was floundering, at least the Football League had their house in order. Even so, when it kicked off, it was thought that the titular table would be ordered by number of wins alone, until someone came up with the bright idea of two points for a win and one for a draw two months later. There wasn't even a trophy for Preston North End to lift when they secured the title in January 1889. Everyone was making it all up while flying by the seat of their pants. So when a second tier of the Football League came along in 1892, what to do? Again, it would seem obvious to the modern eye that automatically relegating the worst x number of teams in the First Division and replacing them with a similar number of the best teams from the Second Division was the logical way forward. But that wasn't sufficiently complex for the hiveminds of the time. Instead, the Test Matches were born. The first promotion-relegation play-off system in English football history! The bottom three clubs in 1892-93's First Division played the top three of the all-new Second Division, with a place in the top division the prize for the winners of each Test. Better luck for Newton Heath this time round, as despite finishing bottom of the First, they won their Test with Second Division champions Small Heath (whatever happened to them, part II) after a rematch, 5-2, and retained their status. Darwen, third in the Second Division, beat Notts County, who went down a division, while Second Division runners-up Sheffield United beat Accrington, who resigned from the league then went out of business altogether. You'll notice we didn't say that Sheffield United and Darwen went up, because they didn't. At least, not immediately, not technically, not automatically, as they then had to be elected to the First Division through the committee. To be clear, they were subsequently given the green flag and granted promotion – any black-balling would have rendered the whole thing an entire waste of time – but what a pompous hoo-hah. At least the concept of the winner-takes-all Tests were fair and easy enough to understand. So of course the Football League soon set about tweaking the format, and after three years, the Tests morphed into a mini-league of four teams, the bottom two from the First and the top two from the Second. That's all good and well if it were it a round-robin like the League itself, but it wasn't, not quite. Instead, each team faced the two clubs from the other division, playing twice, but didn't get the chance to play the club from their own division at all. Debacle incoming! Sign up to Soccer with Jonathan Wilson Jonathan Wilson brings expert analysis on the biggest stories from European soccer after newsletter promotion The problem inherent in this scheme revealed itself during the 1898 Tests, and in some style. The play-off mini-league saw First Division failures Blackburn Rovers and Stoke take on the upwardly mobile Second Division pair of Burnley and Newcastle United. The first Tests panned out in such a manner that when Burnley and Stoke met in their final fixture, they knew that a draw would promote Burnley while also maintaining Stoke's first-tier status. And there wouldn't a single thing Blackburn or Newcastle could do about it. Goalless pact ahoy! The 0-0 draw that followed wasn't just predictable; it was brazen. There were no shots on goal. Players repeatedly hoofed the ball into touch, occasionally launching 'passes' or 'shots' out of the ground altogether. From their cynical viewpoint, this carry-on ensured everyone in the ground would be going home happy. But times were hard, the crowd had spent cash money to be entertained, and both sets of fans wanted a proper contest. And so, incensed, and by way of protest, they began fetching and returning all of the balls ballooned into touch; at one point, five were pinging around the field of play. And so football beat pinball to the multiball system by a good 58 years. (Bally's 1956 game Balls-a-Poppin was the first to do this, since you're asking.) 'These Test games have proved an utter farce!' hollered an editorial in the Manchester Guardian. 'A change of some kind is absolutely necessary if the contests are in future to be regarded with any seriousness.' To this end, after a month of controversy-fuelled to-ing and fro-ing, Football League bosses decided to expand the First Division, apologetically offering Newcastle and Blackburn sympathy promotions. The Tests were abolished, and a simple system of two up, two down, automatically decided by the final league placings, was introduced. You have to wonder why they didn't just go with this in the first place. The concept of play-offs didn't come around again until 1985, when the threat of a breakaway Super League (some things never change) was staved off by a compromise deal which gave more money and voting rights to the bigger clubs (those immutable things, again) and tweaked the Football League's structure. Play-offs, designed to rejig the size of each division, and to generate a little more dollar with the game struggling pretty much across the board, were the headline-grabber, to be implemented at the start of the 1987-88 season for two years. 'I hope it becomes a permanent feature in all divisions,' said Gordon Taylor, the head of the players union. 'It gives the end of the season more spice.' Business-end spice quickly became the order of the day. The format for the first two years of the new play-offs was particularly delicious, each divisional battle involving the team that had finished one place above the automatic relegation spots in the First Division and the three teams below the automatic promotion places in the Second Division. Two-legged semis were followed by a two-legged final. Replays if necessary. Cue a smorgasbord of stories that sizzled with dramatic heat. In 1987, sleeping giant Leeds United (immutable etc.) were seven minutes from promotion to the First Division in their final replay until Peter Shirtliff scored twice in four minutes to retain Charlton Athletic's status. A shock – not least because Shirtliff was a jobbing centre-back who, outside those four minutes, scored 13 goals in a 518-match career. But that was nothing compared to the seismic suffering of Sunderland, who were relegated to the Third Division for the very first time in their history after losing their semi-final with Gillingham 6-6 on away goals. The campaign cost Lawrie McMenemy a reputation hard won at Southampton. Not so great, man. Meanwhile in the battle for a place in the Third, Aldershot won promotion having conquered the Wanderers of both Bolton and Wolverhampton, a couple of David v Goliath slingshots of a magnitude scarcely believable now. A year later, Chelsea were surprisingly condemned to the Second Division by Middlesbrough at Stamford Bridge, at which point the on-pitch throwing of hands commenced between home fans and police. But overall, the play-offs had been an unqualified success, and Gordon Taylor got his wish. The Football League voted for more end-of-season spice, keeping the play-offs albeit tweaking them into a fully promotion-facing affair. The teams finishing one place above the automatic relegation spots could breathe again, with the demise of Chelsea and Sunderland having spooked some bigger clubs into dialling down some of that scary jeopardy. In the end, the play-offs didn't hold off the advent of a Super League for too long, with the Premier League coming into being in 1992. Nevertheless, the 90s also established the play-offs in the national consciousness, thanks to some of the most absurd and memorable rollercoaster rides in English football history: Swindon holding off a three-goal Leicester fightback in 1993; Steve Claridge volleying Leicester's winner 11 seconds from time against Crystal Palace in 1996; the eight goals shared between Charlton and Sunderland in 1998, Clive Mendonca's hat-trick, Michael Gray's chunked penalty, all that. 'I'm gutted,' sighed Charlton's match-winner Mendonca. 'I'm the biggest Sunderland fan in the world. But I'm also a professional footballer and I work for Charlton.' This paper added that it was 'the best game played at Wembley in 30 years,' right up there with the 1966 World Cup final and the 1953 Matthews match. It took a few twists and turns, and no small amount of tweaking and tinkering. But the Football League got there in the end.
Yahoo
08-05-2025
- Business
- Yahoo
WHITECAP RESOURCES INC. AND VEREN INC. ANNOUNCE RESULTS OF SPECIAL SHAREHOLDER MEETINGS
CALGARY, AB, May 6, 2025 /CNW/ - Whitecap Resources Inc. ("Whitecap") (TSX: WCP) and Veren Inc. ("Veren") (TSX: VRN) (NYSE: VRN) are pleased to announce that the shareholders of each company have voted in favour of the previously announced business combination between Whitecap and Veren (the "Business Combination"). On May 6, 2025, Whitecap and Veren held special shareholder meetings virtually, via live webcasts, with each company's shareholders voting on resolutions in connection with the proposed Business Combination. At the Whitecap special shareholders meeting, the resolution authorizing the issuance of Whitecap common shares to Veren shareholders pursuant to and in connection with the Business Combination, as set out in the joint management information circular of Whitecap and Veren dated March 28, 2025, was approved by 88.72% of the votes cast. At the Veren special shareholders meeting, the resolution approving the Business Combination was approved by 99.78% of the votes cast. The application for approval of the Business Combination by the Court of King's Bench is scheduled to be heard on May 8, 2025. Subject to approval of the Court of King's Bench and other customary closing conditions, the Business Combination is expected to close on or about May 12, 2025 and Veren's common shares are expected to be delisted from the Toronto Stock Exchange ("TSX") at close of markets on May 13, 2025. U.S. INVESTOR CONSIDERATIONS Assuming that the Business Combination closes before markets open on Monday, May 12, 2025 as is currently planned, Veren's common shares will cease trading on the New York Stock Exchange ("NYSE") at such time, and the last day of trading of the Veren common shares on the NYSE will be Friday, May 9, 2025. Whitecap's common shares will not be listed on the NYSE and Whitecap intends to terminate any reporting obligations it may have with the Securities and Exchange Commission ("SEC") as a result of this transaction. Investors in the United States should consult their own advisors regarding any implications of owning shares of an issuer that is not listed on a U.S. exchange or reporting with the SEC. For further information: Grant Fagerheim, President & CEO Craig Bryksa, President & CEO or or Thanh Kang, Senior Vice President & CFO Ken Lamont, CFO Whitecap Resources Inc. Veren Inc. 3800, 525 – 8th Avenue SW 2000, 585 – 8th Avenue SW Calgary, AB T2P 1G1 Calgary, AB T2P 1G1 (403) 266-0767 (403) 693-0020 InvestorRelations@ REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to current expectations about the future, based on certain assumptions made by Whitecap and Veren. Although Whitecap and Veren believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward-looking information in this press release is identified by words such as "expect", "will", or similar expressions and includes suggestions of future outcomes, including statements about the anticipated timing of the hearing of the Court of King's Bench with respect to the Business Combination, the expected closing date of the Business Combination, the expected timing for the delisting of Veren's common shares on the TSX, the expected timing for the cease trading of Veren's common shares on the NYSE, and the intention of Whitecap to terminate any reporting obligations it may have with the SEC. Readers are cautioned not to place undue reliance on forward-looking information as Whitecap's and Veren's actual results may differ materially from those expressed or implied. Neither Whitecap nor Veren undertake any obligation to update or revise any forward-looking information except as required by law. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Whitecap and Veren and others that apply to the industry generally. Material factors or assumptions on which the forward-looking information in this press release is based include: successful closing of the Business Combination, including obtaining necessary regulatory approvals and satisfying all other conditions to closing, within expected timelines. Additional information about assumptions, risk factors, and uncertainties on which the forward-looking information is based and that could cause Whitecap's or Veren's actual results to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements are described in the joint management information circular of Whitecap and Veren dated March 28, 2025, which is available on Whitecap's and Veren's SEDAR+ profiles at View original content: SOURCE Veren Inc. View original content: Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Cision Canada
08-05-2025
- Business
- Cision Canada
WHITECAP RESOURCES INC. AND VEREN INC. ANNOUNCE RECEIPT OF FINAL ORDER FOR PLAN OF ARRANGEMENT
CALGARY, AB, May 8, 2025 /CNW/ - Whitecap Resources Inc. (" Whitecap") (TSX: WCP) and Veren Inc. (" Veren") (TSX: VRN) (NYSE: VRN) are pleased to announce that the Court of King's Bench of Alberta has granted the final order in connection with the previously announced plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the " Business Combination"), pursuant to which Whitecap will acquire all of the issued and outstanding common shares of Veren. Under the terms of the Business Combination, Veren shareholders will receive 1.05 common shares of Whitecap for each Veren common share held. Approval of the Whitecap shareholders and the Veren shareholders in connection with the Business Combination was obtained on May 6, 2025 at special meetings of Whitecap shareholders and Veren shareholders, respectively. Subject to the satisfaction or waiver of the conditions to implementing the Business Combination as set out in the business combination agreement dated March 9, 2025 between Whitecap and Veren, the Business Combination is anticipated to be completed on May 12, 2025 and Veren's common shares are expected to be delisted from the Toronto Stock Exchange (" TSX") at close of markets on May 13, 2025. U.S. INVESTOR CONSIDERATIONS Assuming that the Business Combination closes before markets open on Monday, May 12, 2025 as is currently planned, Veren's common shares will cease trading on the New York Stock Exchange (" NYSE") at such time. Whitecap's common shares will not be listed on the NYSE and Whitecap intends to terminate any reporting obligations it may have with the Securities and Exchange Commission (" SEC") as a result of this transaction. Investors in the United States should consult their own advisors regarding any implications of owning shares of an issuer that is not listed on a U.S. exchange or reporting with the SEC. NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to current expectations about the future, based on certain assumptions made by Whitecap and Veren. Although Whitecap and Veren believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward-looking information in this press release is identified by words such as "expect", "will", or similar expressions and includes suggestions of future outcomes, including the expected acquisition by Whitecap of the common shares of Veren; the expected closing date of the Business Combination; the ability of the parties to satisfy the other conditions to, and to complete, the Business Combination; the expected delisting of Veren's common shares from the TSX and the cease of trading of Veren's common shares on the NYSE and the anticipated timing thereof; and the intention of Whitecap to terminate any reporting obligations it may have with the SEC. Readers are cautioned not to place undue reliance on forward-looking information as Whitecap's and Veren's actual results may differ materially from those expressed or implied. Neither Whitecap nor Veren undertake any obligation to update or revise any forward-looking information except as required by law. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Whitecap and Veren and others that apply to the industry generally. Material factors or assumptions on which the forward-looking information in this press release is based include: successful closing of the Business Combination, including satisfying conditions to closing, within expected timelines. Additional information about assumptions, risk factors, and uncertainties on which the forward-looking information is based and that could cause Whitecap's or Veren's actual results to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements are described in the joint management information circular of Whitecap and Veren dated March 28, 2025, which is available on Whitecap's and Veren's SEDAR+ profiles at SOURCE Whitecap Resources Inc.
Cision Canada
06-05-2025
- Business
- Cision Canada
WHITECAP RESOURCES INC. AND VEREN INC. ANNOUNCE RESULTS OF SPECIAL SHAREHOLDER MEETINGS
CALGARY, AB, May 6, 2025 /CNW/ - Whitecap Resources Inc. (" Whitecap") (TSX: WCP) and Veren Inc. (" Veren") (TSX: VRN) (NYSE: VRN) are pleased to announce that the shareholders of each company have voted in favour of the previously announced business combination between Whitecap and Veren (the " Business Combination"). On May 6, 2025, Whitecap and Veren held special shareholder meetings virtually, via live webcasts, with each company's shareholders voting on resolutions in connection with the proposed Business Combination. At the Whitecap special shareholders meeting, the resolution authorizing the issuance of Whitecap common shares to Veren shareholders pursuant to and in connection with the Business Combination, as set out in the joint management information circular of Whitecap and Veren dated March 28, 2025, was approved by 88.72% of the votes cast. At the Veren special shareholders meeting, the resolution approving the Business Combination was approved by 99.78% of the votes cast. The application for approval of the Business Combination by the Court of King's Bench is scheduled to be heard on May 8, 2025. Subject to approval of the Court of King's Bench and other customary closing conditions, the Business Combination is expected to close on or about May 12, 2025 and Veren's common shares are expected to be delisted from the Toronto Stock Exchange ("TSX") at close of markets on May 13, 2025. U.S. INVESTOR CONSIDERATIONS Assuming that the Business Combination closes before markets open on Monday, May 12, 2025 as is currently planned, Veren's common shares will cease trading on the New York Stock Exchange ("NYSE") at such time, and the last day of trading of the Veren common shares on the NYSE will be Friday, May 9, 2025. Whitecap's common shares will not be listed on the NYSE and Whitecap intends to terminate any reporting obligations it may have with the Securities and Exchange Commission ("SEC") as a result of this transaction. Investors in the United States should consult their own advisors regarding any implications of owning shares of an issuer that is not listed on a U.S. exchange or reporting with the SEC. NOTE REGARDING FORWARD-LOOKING STATEMENTS This press release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws relating to current expectations about the future, based on certain assumptions made by Whitecap and Veren. Although Whitecap and Veren believe that the expectations represented by such forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Forward-looking information in this press release is identified by words such as "expect", "will", or similar expressions and includes suggestions of future outcomes, including statements about the anticipated timing of the hearing of the Court of King's Bench with respect to the Business Combination, the expected closing date of the Business Combination, the expected timing for the delisting of Veren's common shares on the TSX, the expected timing for the cease trading of Veren's common shares on the NYSE, and the intention of Whitecap to terminate any reporting obligations it may have with the SEC. Readers are cautioned not to place undue reliance on forward-looking information as Whitecap's and Veren's actual results may differ materially from those expressed or implied. Neither Whitecap nor Veren undertake any obligation to update or revise any forward-looking information except as required by law. Developing forward-looking information involves reliance on a number of assumptions and consideration of certain risks and uncertainties, some of which are specific to Whitecap and Veren and others that apply to the industry generally. Material factors or assumptions on which the forward-looking information in this press release is based include: successful closing of the Business Combination, including obtaining necessary regulatory approvals and satisfying all other conditions to closing, within expected timelines. Additional information about assumptions, risk factors, and uncertainties on which the forward-looking information is based and that could cause Whitecap's or Veren's actual results to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements are described in the joint management information circular of Whitecap and Veren dated March 28, 2025, which is available on Whitecap's and Veren's SEDAR+ profiles at SOURCE Whitecap Resources Inc.
Associated Press
29-04-2025
- Business
- Associated Press
Updated GrabAGun Filing Identifies Additional Director Nominees to Join Donald Trump Jr. on Planned GrabAGun Board
COPPELL, Texas & PALM BEACH, Fla.--(BUSINESS WIRE)--Apr 29, 2025-- Metroplex Trading Company, LLC (d.b.a. (the 'Company' or 'GrabAGun'), an online retailer of firearms, ammunition and related accessories, and Colombier Acquisition Corp. II ('Colombier II') (NYSE: CLBR), a special purpose acquisition company led by Omeed Malik, a distinguished entrepreneur and investor with extensive experience in digital marketplace transactions, today announced the filing of the first amendment to the registration statement on Form S-4 (as may be further amended, the 'Registration Statement') with the U.S. Securities and Exchange Commission ('SEC'), which includes a preliminary proxy statement/prospectus in connection with the proposed business combination ('Business Combination' or 'Transaction') that is the subject of the Business Combination Agreement entered into by Colombier II and GrabAGun on January 6, 2025 ('Merger Agreement'). The updated Registration Statement, which marks a further milestone in the Business Combination transaction, was filed by GrabAGun Digital Holdings Inc. ('GrabAGun Digital'), which will be the post-Business Combination public company. Contained in the Registration Statement is a proposal identifying two additional distinguished individuals who will be nominated to serve, alongside Donald Trump Jr., as members of the post-Transaction public company board of directors ('GrabAGun Digital Board') – Andrew Keegan, a finance executive with decades of experience in the outdoor products space (including nearly ten years at Vista Outdoor Inc., a portfolio of multiple brands across the outdoor recreation and shooting sports industry encompassing the 2A business of Kinetic Group), and Kelly Reisdorf, Chief Executive Officer of USA Shooting Inc., the national governing body for Olympic shooting sports, who also served various roles at Vista Outdoor Inc. while Vista was a NYSE-listed public company. These additional GrabAGun Digital Board nominees further strengthen GrabAGun Digital's anticipated leadership and underscore its mission to protect constitutional freedoms while scaling a next-generation e-commerce platform targeting a large, growing segment of the consumer marketplace. In connection with the Business Combination, the parties will apply for the securities of GrabAGun Digital to be listed on the New York Stock Exchange ('NYSE') under the proposed symbols ' PEW ' and ' PEWW '. GrabAGun Digital Board Nominees In addition to Marc Nemati, GrabAGun's President and Chief Executive Officer, and Matthew Vittitow, GrabAGun's Chief Operating Officer, each of whom will hold equivalent positions with GrabAGun Digital, the Registration Statement identifies the following individuals as nominees to the post-closing GrabAGun Digital Board, subject to approval at a special shareholder meeting Colombier II will convene prior to the Transaction closing: Background Information on the Business Combination On January 6, 2025, GrabAGun, GrabAGun Digital and Colombier II entered into the Merger Agreement to consummate a business combination transaction, as further described in the Registration Statement, which the parties expect to be completed in the summer of 2025, subject to regulatory approvals and other customary conditions. In connection with the closing of the Transaction, the parties will apply to list the securities of the resulting public company, named GrabAGun Digital Holdings Inc., on the NYSE under the proposed symbols 'PEW' and 'PEWW'. Colombier II shares currently trade on the NYSE under the symbol 'CLBR'. Additional information about the proposed Business Combination can be found in the Registration Statement filed by GrabAGun Digital Holdings Inc., and in other public filings of Colombier II, which are available, free of charge, on the SEC's website at In connection with the Business Combination, Ellenoff Grossman & Schole LLP is serving as legal counsel to Colombier II and Olshan Frome Wolosky LLP is serving as legal counsel to GrabAGun. About GrabAGun We are defenders. We are sportsmen. We are outdoorsmen. We believe that it is our American duty to help everyone, from first-time buyers to long-time enthusiasts, understand and legally secure their firearms and accessories. That's why our arsenal is fully packed, consistently refreshed, and always loaded with high-quality, affordable firearms and accessories. Industry-leading brands that GrabAGun works with include Smith & Wesson Brands, Sturm, Ruger & Co., SIG Sauer, Glock, Springfield Armory and Hornady Manufacturing, among others. GrabAGun is a fast growing, digitally native eCommerce retailer of firearms and ammunition, related accessories and other outdoor enthusiast products. Building on the Company's proprietary software expertise, the Company's eCommerce site has become one of the leading firearm retail websites. In addition to its eCommerce excellence, GrabAGun has developed industry-leading solutions that revolutionize supply chain management, combining dynamic inventory and order management with AI-powered pricing and demand forecasting. These advancements enable seamless logistics, efficient regulatory compliance and a streamlined experience for customers. About Colombier Acquisition Corp. II Colombier II is a blank check company formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. While Colombier II may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on industries that complement the management team's background and network, such as companies categorized by Entrepreneurship, Innovation and Growth (EIG), including but not limited to parallel economies, the return of products and services developed within the United States, sectors with impaired value due to certain investor mandates and businesses within regulated areas that are disrupting inefficiencies related thereto. Please visit Investor Relations :: Colombier Acquisition Corp II (CLBR) for more information. Additional Information and Where to Find It GrabAGun Digital, as registrant, and GrabAGun, as co-registrant, have filed with the SEC the Registration Statement, which includes a preliminary proxy statement of Colombier II and a prospectus in connection with the proposed Business Combination involving Colombier II, GrabAGun Digital, Colombier Merger Sub, GrabAGun Merger Sub and GrabAGun, that is the subject of the Business Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of Colombier II as of a record date to be established for voting on Colombier II's proposed Business Combination with GrabAGun. SHAREHOLDERS OF COLOMBIER II AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH COLOMBIER II'S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT COLOMBIER II, GRABAGUN, GRABAGUN DIGITAL AND THE BUSINESS COMBINATION. Shareholders are able to obtain copies of the Registration Statement and the joint proxy statement/prospectus, without charge on the SEC's website at or by directing a request to: Colombier Acquisition Corp. II, 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480, email: [email protected]. Participants in the Solicitation GrabAGun Digital, Colombier II, GrabAGun and their respective directors, executive officers and members, as applicable, may be deemed to be participants in the solicitation of proxies from the shareholders of Colombier II in connection with the Business Combination. Colombier II's shareholders and other interested persons may obtain more detailed information regarding the names, affiliations and interests of certain of Colombier II executive officers and directors in the solicitation by reading Colombier II's final prospectus filed with the SEC on November 20, 2023 in connection with Colombier II's initial public offering, Colombier II's Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 11, 2025, and Colombier II's other public filings with the SEC, including the Registration Statement. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination, which may, in some cases, be different from those of shareholders generally, are set forth in the Registration Statement relating to the Business Combination. These documents can be obtained free of charge from the source indicated above. Forward-Looking Statements This communication contains certain 'forward-looking statements' within the meaning of the federal securities laws. Forward-looking statements may be identified by the use of words such as 'estimate,' 'plan,' 'forecast,' 'intend,' 'may,' 'will,' 'expect,' 'continue,' 'should,' 'would,' 'anticipate,' 'believe,' 'seek,' 'target,' 'predict,' 'potential,' 'seem,' 'future,' 'outlook' or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, references with respect to the anticipated benefits of the proposed Business Combination; GrabAGun's ability to successfully execute its expansion plans and business initiatives; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of GrabAGun's and Colombier II's management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of GrabAGun and Colombier II. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination; the inability of GrabAGun to maintain, and GrabAGun Digital to obtain, as necessary, any permits necessary for the conduct of GrabAGun's business, including federal firearm licenses issued pursuant to the Gun Control Act, 18 USC 921 et seq. and special occupational taxpayer stamps issued pursuant to the National Firearms Act, 26 USC 5849 et seq.; the disqualification, revocation or modification of the status of those persons designated by GrabAGun as Responsible Persons, as such term is defined in 18 U.S.C. 841(s); the ability to maintain the listing of Colombier II's securities on a national securities exchange; the ability to obtain or maintain the listing of GrabAGun Digital's securities on the NYSE following the Business Combination; costs related to the Business Combination; changes in business, market, financial, political and legal conditions; risks relating to GrabAGun's operations and business, including information technology and cybersecurity risks, and deterioration in relationships between GrabAGun and its employees; GrabAGun's ability to successfully collaborate with business partners; demand for GrabAGun's current and future offerings; risks that orders that have been placed for GrabAGun's products are cancelled or modified; risks related to increased competition; risks that GrabAGun is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to GrabAGun's products; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the risk that the Business Combination may not be completed in a timely manner, or at all, which may adversely affect the price of Colombier II's securities; the risk that the Business Combination may not be completed by Colombier II's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Colombier II; the failure to satisfy the conditions to the consummation of the Business Combination; the outcome of any legal proceedings that may be instituted against GrabAGun, Colombier II, GrabAGun Digital or others with respect to the proposed Business Combination and transactions contemplated thereby; the ability of GrabAGun to execute its business model; and those risk factors discussed in documents of GrabAGun Digital and Colombier II filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Colombier II nor GrabAGun presently know or that Colombier II and GrabAGun currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Colombier II's, GrabAGun Digital's and GrabAGun's expectations, plans or forecasts of future events and views as of the date of this press release. Colombier II, GrabAGun Digital and GrabAGun anticipate that subsequent events and developments will cause Colombier II's, GrabAGun Digital's and GrabAGun's assessments to change. However, while Colombier II, GrabAGun Digital and GrabAGun may elect to update these forward-looking statements at some point in the future, Colombier II, GrabAGun Digital and GrabAGun specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by Colombier II. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by U.S. federal securities law. No Offer or Solicitation This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. View source version on CONTACT: Investors & Media [email protected] KEYWORD: UNITED STATES NORTH AMERICA FLORIDA TEXAS INDUSTRY KEYWORD: ONLINE RETAIL RETAIL SPECIALTY SOURCE: Colombier Acquisition Corp. II Copyright Business Wire 2025. PUB: 04/29/2025 09:15 AM/DISC: 04/29/2025 09:16 AM
