Item 8.01 Other Events.
Press Release
On January 31, 2023, Atlas Technical Consultants, Inc., a Delaware corporation
("Atlas"), and GI Partners ("GI Partners"), issued a joint press release
announcing Atlas's entrance into that certain Agreement and Plan of Merger (the
"Merger Agreement") by and among Atlas, GI Apple Midco LLC, a Delaware limited
liability company ("Parent"), and GI Apple Merger Sub LLC ("Merger Sub"), a
Delaware limited liability company and a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, Merger Sub will be merged with and into Atlas
(the "Merger"), with Atlas continuing as the surviving company in the Merger. A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
by reference herein.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this Current Report on Form 8-K, including statements
as to the expected timing, completion, and effects of the proposed transaction
between Atlas and GI Partners, constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements may be
identified by the fact that they use words such as "may," "will," "could,"
"should," "would," "expect," "anticipate," "intend," "estimate," "believe" or
similar expressions. Any forward-looking statements contained herein are based
on current plans and expectations and involve risks and uncertainties that could
cause actual outcomes and results to differ materially from current
expectations. These forward-looking statements are subject to risks and
uncertainties, and actual results might differ materially from those discussed
in, or implied by, the forward-looking statements. Such forward-looking
statements may include, but are not limited to, statements about the anticipated
benefits of the Merger, including future financial and operating results,
expected synergies and cost savings related to the Merger, the plans,
objectives, expectations and intentions of Atlas, GI Partners and the combined
company, the expected timing of the completion of the Merger, the effect,
impact, potential duration or other implications of the COVID-19 pandemic and
any expectations we may have with respect thereto, the ability to recognize the
anticipated benefits of our past acquisitions, which may be affected by, among
other things, competition, the ability of Atlas to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain
management and key employees, changes adversely affecting the business in which
we are engaged, changes in applicable laws or regulations, the possibility that
Atlas may be adversely affected by other economic, business, and/or competitive
factors and other statements that are not historical facts. Such statements are
based upon the current beliefs and expectations of the management of Atlas or GI
Partners, as applicable, and are qualified by the inherent risks and
uncertainties surrounding future expectations generally, and actual results
could differ materially from those currently anticipated due to a number of
risks and uncertainties. Neither Atlas nor GI Partners, nor any of their
respective directors, executive officers or advisors, provide any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements will actually occur.
Among the risks and uncertainties that could cause actual results to differ from
those described in the forward-looking statements are the following: the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement, the risk that Atlas's stockholders may
not adopt the Merger Agreement, the risk that the necessary regulatory approvals
may not be obtained or may be obtained subject to conditions that are not
anticipated, risks that any of the closing conditions to the Merger may not be
satisfied or waived in a timely manner, risks related to disruption of
management time from ongoing business operations due to the Merger, the effect
of the announcement of the Merger on the ability of Atlas to retain customers
and retain and hire key personnel and maintain relationships with its suppliers
and other business partners, and on their operating results and businesses
generally, the risk that potential litigation in connection with the Merger may
affect the timing or occurrence of the Merger or result in significant costs of
defense, indemnification and liability and transaction costs.
The forward-looking statements are based on the beliefs and assumptions of
Atlas's management and the information available to Atlas's management as of the
date of this Current Report on Form 8-K. Atlas cautions investors not to place
undue reliance on expectations regarding future results, levels of activity,
performance, achievements or other forward-looking statements. The information
contained in this document is provided by Atlas as of the date hereof, and,
unless required by law, Atlas does not undertake and specifically disclaims any
obligation to update these forward-looking statements contained in this document
as a result of new information, future events or otherwise.
Discussions of additional risks and uncertainties are and will be contained in
Atlas's filings with the U.S. Securities and Exchange Commission ("SEC"),
including but not limited to the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" sections of Atlas's
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in
its subsequently-filed Quarterly Reports on Form 10-Q. You can obtain copies of
Atlas's filings with the SEC for free at the SEC's website (www.sec.gov).
Certain Information Regarding Participants
Atlas and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies from Atlas's stockholders in connection with the Merger. Information
regarding the persons who may, under the rules of the SEC, be considered to be
participants in the solicitation of Atlas's stockholders in connection with the
Merger will be set forth in Atlas's definitive proxy statement for its
stockholder meeting. Additional information regarding these individuals and any
direct or indirect interests they may have in the Merger will be set forth in
the definitive proxy statement when it is filed with the SEC in connection with
the Merger. Information relating to the foregoing can also be found in Atlas's
Annual Report on Form 10-K for the year ended December 31, 2021, which was filed
with the SEC on March 16, 2022, and in its proxy statement for the 2022 Annual
Meeting, which was filed with the SEC on April 26, 2022. To the extent holdings
of Atlas's securities have changed since the amounts printed in the proxy
statement for the 2022 Annual Meeting, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 and Form 5 filed with
the SEC. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings
or otherwise, will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available. These documents
will be available free of charge from the sources indicated below.
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Important Information and Where to Find It
A meeting of the stockholders of Atlas will be announced as promptly as
practicable to seek stockholder approval in connection with the proposed Merger.
In connection with the proposed Merger, Atlas expects to file with the SEC a
proxy statement and other relevant documents with respect to a special meeting
of Atlas's stockholders to approve the Merger. The definitive proxy statement
will be mailed or given to the stockholders of Atlas and will contain important
information about the proposed Merger and related matters. INVESTORS AND
STOCKHOLDERS OF ATLAS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ATLAS, THE GI PARTNERS
PRIVATE EQUITY FUNDS ACQUIRING ATLAS AND THE MERGER.
Investors and security holders will be able to obtain these materials, when they
are available, and other relevant documents filed with the SEC free of charge at
the SEC's website, www.sec.gov. In addition, copies of the proxy statement, when
they become available, may be obtained free of charge by accessing Atlas's
website at www.oneatlas.com or by contacting Atlas's investor relations
department by email at ir@oneatlas.com.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description of Exhibit
99.1 Press Release, dated January 31, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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