Pershing Square Holdings, Ltd. gives update to investors

LONDON–(BUSINESS WIRE)–Regulatory news:

Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) noted today that Bill Ackman, CEO of Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH), issued the following letter.

July 19, 2021

Dear PSTH shareholder,

Yesterday, our board of directors unanimously decided not to proceed with the Universal Music Group transaction and to assign our share purchase agreement to Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) and affiliates (PSH and affiliates or Pershing Square). Pershing Square has also agreed to assume the Vivendi Indemnity Agreement and our UMG transaction fees.

In light of these developments, PSTH is withdrawing its tender offer and the related exchange offer for warrants.

Our decision to seek an Alternative Initial Business Combination (IBC) was prompted by issues raised by the SEC with various elements of the proposed transaction in particular, whether the structure of our IBC qualified under the NYSE rules.

We and our counsel had several discussions with the SEC to change its position on the issues it identified. Ultimately, our board of directors concluded that it was in the best interests of shareholders to assign the UMG stock purchase agreement to Pershing Square (which is specifically permitted under the terms of the agreement with Vivendi), as it did not believe that PSTH would be able to close the transaction in light of the SEC’s position. Management and board believe that more shareholder value can be created by energetically searching for a new merger partner.

PSTH has 18 months left to close a new transaction unless extended by our shareholders’ vote. In light of our recent experience, our next business combination will be structured as a conventional SPAC merger.

While we are disappointed with this outcome, we continue to believe that PSTH’s unique scale and favorable structure will enable us to find a transaction that meets our standards of business quality, sustainable growth and fair pricing. We are highly motivated economically and reputationally to bring about a successful transaction. However, we will only make a deal that meets our high standards.

Our share price is down 18% since the transaction was announced on June 4^this. While we believe that our shareholders recognize UMG’s outstanding attributes, including attractive growth characteristics, business quality and excellent management team, we underestimated the reaction some of our shareholders would have to the complexity and structure of the transactions. We also underestimated the potential impact of trades on investors who cannot hold foreign securities, who make their shares marginal or who hold call options on our shares.

While management and the board of directors clearly understood that the complexity of our transaction structure could affect its attractiveness in the short term, we believed that, in the medium to long term, significant shareholder value would have arisen from the sum of the parts were created in the transaction, namely: (1) UMG, (2) PSTH RemainCo, and (3) warrants on Pershing Square SPARC Holdings, Ltd. We also expected that the structural problems of the transactions would be largely resolved by the end of this year.

While PSTH shareholders will not receive UMG shares, UMG will become a publicly traded company when listed on Euronext Amsterdam in September.

None of us expected this result. But despite PSTH’s inability to complete the UMG transaction, our counterparty was not left at the altar. Pershing Square will honor PSTH’s commitment to Vivendi. Pershing Square intends to be a long-term UMG shareholder and will work with UMG management to help create value for all stakeholders.

We are devoting all our resources to identifying and completing a new transaction on behalf of PSTH shareholders. We remain deeply grateful for your patience and support.

Sincerely,

William A. Ackman

Important additional information and where to find it

This press release does not constitute an offer to buy or sell securities or a solicitation of an offer to buy or sell securities. This announcement is not a recommendation to buy, sell or switch securities, nor is it an offer to purchase or a solicitation of an offer to sell securities. Information about PSTH and certain matters discussed in this press release is available on the SEC’s website at: www.sec.gov.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “plan”, “strategy”, “future”, “opportunity”, ” plan,” “may,” “would,” “will,” “would,” “will be,” “will continue,” “probably will result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this press release. You should carefully consider these and the other risks and uncertainties described in PSTH’s Annual Report on Form 10-K and other documents PSTH has filed with the SEC. These filings identify and address other significant risks and uncertainties that could cause actual events and results to differ materially from those in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on any forward-looking statements, and PSTH assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. PSTH does not give any guarantee that PSTH will live up to its expectations. The inclusion of any statement in this press release does not constitute an admission by PSTH or any other person that the events or circumstances described in such statement are material.

About Pershing Square Tontine Holdings, Ltd.

Pershing Square Tontine Holdings, Ltd., a Delaware corporation, is a blank check corporation formed for the purpose of effecting a merger, equity exchange, asset acquisition, stock purchase, reorganization, or similar business combination with a private company. PSTH is sponsored by Pershing Square TH Sponsor, LLC (the Sponsor), a subsidiary of Pershing Square Capital Management, LP, a registered investment advisor with approximately $14 billion in assets under management. www.PStontine.com

About Pershing Square Holdings, Ltd.

Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an investment holding company structured as a closed-end fund that makes concentrated investments primarily in North American-based companies.

Category: (PSH:Investments)

This announcement contains Inside Information as defined in the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK law under the European Union (Withdrawal Act) 2018.