Item 7.01. Regulation FD Disclosure.
As previously announced, Roman DBDR Tech Acquisition Corp., a Delaware
corporation (the "Company"), has entered into a merger agreement (the "Merger
Agreement") by and among the Company, Roman Parent Merger Sub, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of the Company ("Merger
Sub"), CompoSecure Holdings, L.L.C., a Delaware limited liability company
("CompoSecure"), and LLR Equity Partners IV, L.P., a Delaware limited
partnership. Pursuant to the Merger Agreement, Merger Sub will merge with and
into CompoSecure, with CompoSecure surviving as a wholly-owned subsidiary of the
Company (the "Merger").
Analyst Presentation
Furnished as Exhibit 99.1 hereto is an updated investor presentation to be used
by the Company and CompoSecure.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Forward-Looking Statements
Certain statements included in this Current Report on Form 8-K that are not
historical facts are forward-looking statements for purposes of the safe harbor
provisions under the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements include, but are not limited to statements
regarding Roman DBDR's or CompoSecure's expectations, hopes, beliefs, intentions
or strategies regarding the future, including, without limitation, statements
regarding: (i) the ability of Roman DBDR and CompoSecure to complete the
proposed merger described in the Press Release, (ii) the size, demand and growth
potential of the markets for CompoSecure's products and CompoSecure's ability to
serve those markets, (iii) the degree of market acceptance and adoption of
CompoSecure's products, (iv) CompoSecure's ability to develop innovative
products and compete with other companies engaged in the financial services and
technology industry and (v) CompoSecure's ability to attract and retain clients.
In addition, any statements that refer to projections, forecasts, or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking statements
generally are accompanied by words such as "believe," "may," "will," "estimate,"
"continue," "anticipate," "intend," "expect," "should," "would," "plan,"
"predict," "potential," "seem," "seek," "future," "outlook," and similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of other
financial and performance metrics and projections of market opportunity. These
statements are based on various assumptions, whether or not identified in this
Press Release, and on the current expectations of CompoSecure's and Roman DBDR'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, a
prediction or a definitive statement of fact or probability. Neither Roman DBDR
nor CompoSecure gives any assurance that either Roman DBDR or CompoSecure will
achieve its expectations. 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 CompoSecure and Roman DBDR. These
forward-looking statements involve a number of risks, uncertainties (some of
which are beyond Roman DBDR's and CompoSecure's control) or other assumptions
that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These factors
include, among others: the inability to complete the proposed merger; the
inability to recognize the anticipated benefits of the proposed merger,
including due to the failure to receive required security holder approvals, or
the failure of other closing conditions; and costs related to the proposed
merger. You should carefully consider the risks and uncertainties described in
the "Risk Factors" section of the definitive proxy statement on Schedule 14A
(the "Proxy Statement") relating to the proposed merger filed by Roman DBDR with
the U.S. Securities and Exchange Commission (the "SEC") and other documents
filed by Roman DBDR from time to time with the SEC. These filings identify and
address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking
statements. 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 none of
Roman DBDR or CompoSecure presently know or that Roman DBDR or CompoSecure
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 Roman DBDR's and CompoSecure's expectations,
plans or forecasts of future events and views as of the date of this Press
Release. Roman DBDR and CompoSecure anticipate that subsequent events and
developments will cause Roman DBDR's and CompoSecure's assessments to change.
However, while Roman DBDR and CompoSecure may elect to update these
forward-looking statements at some point in the future, Roman DBDR and
CompoSecure specifically disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing Roman DBDR's and
CompoSecure's assessments as of any date subsequent to the date of this Press
Release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger, Roman DBDR has filed a definitive proxy
statement with the SEC. The definitive proxy statement will be mailed to
stockholders of Roman DBDR seeking approval of the proposed merger. Before
making any voting decision, investors and security holders of Roman DBDR are
urged to read the proxy statement and all other relevant documents filed or that
will be filed with the SEC in connection with the proposed transaction as they
become available because they will contain important information about the
proposed transaction. The documents relating to the proposed merger (when they
are available) can be obtained free of charge from the SEC's website at
www.sec.gov. These documents (when they are available) can also be obtained free
of charge by contacting CompoSecure at: Marc P. Griffin, ICR for CompoSecure,
646-277-1290, CompoSecure-IR@icrinc.com.
Participants in the Solicitation
CompoSecure, Roman DBDR and our respective directors, executive officers, other
members of management and employees may be deemed to be participants in the
solicitation of proxies from Roman DBDR's stockholders in connection with the
proposed merger. Information regarding the names and interests in the proposed
merger of Roman DBDR's directors and officers is contained Roman DBDR's filings
with the SEC. Additional information regarding the interests of potential
participants in the solicitation process has also been included in the
definitive proxy statement relating to the proposed merger and other relevant
documents filed with the SEC. These documents can be obtained free of charge
from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Investor Presentation dated December 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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