Special Meeting of Stockholders will be held at 7:00 A.M. Eastern Time On October 13, 2020
PHILADELPHIA, PA, Oct. 08, 2020 (GLOBE NEWSWIRE) -- Insurance Acquisition Corp. (the “Company”) (Nasdaq: INSU) today announced a change in the time of its Special Meeting of Stockholders to be held virtually on October 13, 2020 (the “Special Meeting”). Notice of the change in the time of the Special Meeting is being provided to the Company’s stockholders in additional proxy materials filed with the U.S. Securities and Exchange Commission. The Special Meeting is being held to approve, among other things, the Company’s proposed business combination with Shift Technologies, Inc.
The time of the Special Meeting has been changed from 10:00 a.m. Eastern Time to 7:00 a.m. Eastern Time on October 13, 2020 and will be held in a virtual meeting format only.
Meeting Date: Tuesday, October 13, 2020
Meeting Time: 7:00 a.m. (Eastern Time)
Webcast Access: https://www.cstproxy.com/insuranceacquisitioncorp/sm2020
About Insurance Acquisition Corp.
Insurance Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. Insurance Acquisition Corp. raised $150.6M in its initial public offering in March 2018. The Company’s securities are quoted on the NASDAQ stock exchange under the ticker symbols INSU, INSUW and INSUU.
Caution Regarding Forward Looking Statements
This document includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated financial information. Such forward looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of Insurance Acquisition Corp., Shift Technologies, Inc. or the combined company after completion of the Business Combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger and the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by the Agreement and Plan of Merger due to the failure to obtain approval of the stockholders of Insurance Acquisition Corp. or other conditions to closing in the Agreement and Plan of Merger; (3) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the Agreement and Plan of Merger; (4) the risk that the proposed transaction disrupts current plans and operations of Shift Technologies, Inc. as a result of the announcement and consummation of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (6) costs related to the proposed Business Combination; (7) changes in applicable laws or regulations; (8) the possibility that Shift Technologies, Inc. may be adversely affected by other economic, business, and/or competitive factors; and (9) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by Insurance Acquisition Corp. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Insurance Acquisition Corp. and Shift Technologies, Inc. undertake no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.
Additional Information About the Transaction and Where to Find It
The Company has filed with the SEC a Registration Statement on Form S-4, which includes a proxy statement/prospectus in connection with the Merger and has mailed a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read the proxy statement/prospectus, and amendments thereto, and to read the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Merger because the proxy statement/prospectus contains important information about the Company, Shift and the Merger. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of September 10, 2020. Stockholders can also be able to obtain copies of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus, without charge at the SEC’s website at www.sec.gov or by directing a request to: Insurance Acquisition Corp., 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, Attn: Joseph Pooler.
Participants in Solicitation
The Company, Shift and certain of their respective directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders with respect to the approval of the Merger. Information regarding the Company’s directors and officers and a description of their interests in the Company is contained in the proxy statement/prospectus for the Merger. Additional information regarding the participants in the proxy solicitation, including Shift’s directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, is included in the proxy statement/prospectus for the Merger and is included in the definitive proxy statement/prospectus for the Merger. Each of these documents is available at the SEC’s website or by directing a request to the Company as described above under “Additional Information About the Transaction and Where to Find It.”
In connection with the Merger, at any time prior to the special meeting to approve the Merger, certain existing Company stockholders, which may include certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Company’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Merger. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, Shift or their respective securities.
Contact Information:
Amanda Abrams
Insurance Acquisition Corp.
aabrams@cohenandcompany.com
(215) 701-9693
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