J2 Acquisition Limited Announces The Company Has Completed The Acquisition Of APi Group

J2 Acquisition Limited (J2) has announced that it has completed its acquisition of APi Group, Inc. (APi Group), a market-renowned provider of commercial life safety solutions and specialty services for approximately US$ 2.9 billion.

With the closing of this transaction, J2 has been renamed APi Group Corporation (the ‘Company’). The Company’s ordinary shares continue to be traded on the OTC market in the U.S. under the symbol - JJAQF.

J2 completes acquisition of APi Group

The transaction was funded through a combination of cash on hand, US$ 1.2 billion from a new secured term debt financing and the issuance of 48.9 million ordinary shares at US$ 10.25 per share.

With the completion of this acquisition, we begin the next chapter for APi"

As previously announced, and in connection with the close of the transaction, Russell E. Becker and Thomas Lydon will continue to serve as the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), respectively, of the Company. J2 Acquisition Limited’s Co-Founders, Sir Martin E. Franklin and James E. Lillie have been appointed as Co-Chairmen of the Board of Directors of the Company.

James E. Lillie commented, “With the completion of this acquisition, we begin the next chapter for APi. Martin and I are excited to partner with the Company's impressive leadership team and the 15,000 leaders throughout the organization. We look forward to building upon APi's proven track record of organic growth, complemented with disciplined M&A to grow within its niche markets and capitalize on adjacent opportunities to generate long-term value for stakeholders.”

New Board of Directors appointed

The Company has also announced the composition of its Board of Directors in connection with the closing of the transaction. As previously announced, J2 Co-Founder, Ian G.H. Ashken and APi CEO, Russell Becker have assumed Director roles at the Company.

J2 Board members - Thomas Milroy and Lord Paul Myners of Truro will be joined by Anthony E. Malkin, Chairman and CEO of Empire State Realty Trust, Cyrus D. Walker, Founder and CEO of The Dibble Group, and Carrie A. Wheeler, former Partner at TPG Global to comprise the new board.

The next phase of growth and development

Given the North American focus of API Group, Rory Cullinan and Jean-Marc Huët have stepped down from the J2 Board; and in connection with the closing, Brian Kaufman has also stepped down from the J2 Board.

Russell E. Becker stated, “I am tremendously excited to lead the Company into its next phase of growth and development with the support of Jim, Martin and Ian. Their decades of leadership and operational expertise will be a great resource for our team as we look to drive forward with even more momentum.”

Trading of the Company’s ordinary shares remain the same

The Company expects to list its ordinary shares on the New York Stock Exchange under the symbol - APG

Trading of the Company’s ordinary shares (LSE: JTWO) and warrants remains suspended on the London Stock Exchange (LSE) following the announcement of the transaction in September. The Company expects to list its ordinary shares on the New York Stock Exchange under the symbol - APG and change its jurisdiction of incorporation to Delaware, in connection with the NYSE listing, which is expected to occur late in the first quarter of 2020.

Prior to such time, the Company expects its ordinary shares to continue to trade on the OTC market in the U.S. under the symbol - JJAQF and has commenced the process to make its ordinary shares eligible for settlement through the Depository Trust & Clearing Corporation (DTCC).

Financial, Capital Markets and Legal Advisors

UBS Investment Bank acted as Financial Advisor, Citigroup as Capital Markets Advisor, Greenberg Traurig acted as Legal Advisor to J2 on the transaction, and Kane Kessler acted as Legal Advisor to J2 on the debt financing. Citigroup, Bank of America Merrill Lynch, Barclays, UBS and U.S. Bank provided financing for the transaction.

William Blair & Company acted as Financial Advisor and Faegre Baker Daniels and Fredrikson & Byron acted as Legal Advisors to APi Group on the transaction.