Item 1.01. Entry into a Material Definitive Agreement
General
On
The Business Combination Agreement
Structure of the Proposed Transactions
Pursuant to the terms, and subject to the conditions, contained in the Business Combination Agreement, the parties to the Business Combination Agreement will effect the following transactions (collectively, the "Proposed Transactions"):
(1) Centricus will merge with and into
(2)
Consideration
At the Merger Effective Time, (i) each issued and outstanding ordinary share of
Centricus will automatically be converted into and exchanged for the right to
receive one ordinary share of
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At the Share Acquisition Closing, in consideration for the purchase of the
Company's share capital,
(1) pay to the Company Shareholders their Pro Rata Portion of the lower of (i)
the amount (which may be zero) by which the Parent Closing Cash exceeds$500,000,000 , and (ii)$90,000,000 (the "Cash Consideration") (only if the relevant Company Shareholder has elected to receive Cash Consideration in accordance with the terms of the Business Combination Agreement); and
(2) issue to the Company Shareholders their Pro Rata Portion of an aggregate
number of
less the Cash Consideration, if any (the "Exchange Shares") (and only if the
relevant Company Shareholder has elected to receive Cash Consideration in
accordance with the terms of the Business Combination Agreement).
If the Condition (as defined below) is satisfied within three years following
the Share Acquisition Closing Date,
Conduct of Business Covenants
During the period from the date of the Business Combination Agreement through the earlier of the Merger Closing and the termination of the Business Combination Agreement in accordance with its terms (the "Interim Period"), subject to certain exceptions, each of the Company and Centricus must (i) conduct its respective business in all material respects in the ordinary course of business consistent with past practice and (ii) comply with all applicable laws in all material respects.
Commercially Reasonable Efforts; Regulatory Approvals
Each of the parties must use its reasonable endeavors to take all necessary actions to consummate the Proposed Transactions, including the receipt of all applicable governmental consents, and to comply as promptly as practicable with all requirements of governmental authorities applicable to the Proposed Transactions.
Registration Statement and Shareholder Meeting
As promptly as practicable after the execution of the Business Combination
Agreement, (i)
Centricus shall, through its board of directors (or a committee thereof), recommend to its shareholders that they approve each of the proposals to be voted on at the Shareholder Meeting (the "Centricus Board Recommendation") and shall include the Centricus Board Recommendation in the Proxy Statement, and shall use its reasonable endeavors to solicit from its shareholders proxies or votes in favor of the approval of the matters to be voted upon at the Shareholder Meeting (the "Required Shareholder Approval").
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. . .
Item 3.02. Unregistered Sales of
The disclosure set forth under the heading "Subscription Agreements" above in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference into
this Item 3.02. The securities of
Item 7.01. Regulation FD Disclosure.
On
Furnished herewith as Exhibit 99.2 and incorporated herein by reference is the
transcript of a pre-recorded investor call first posted on
Furnished herewith as Exhibit 99.3 and incorporated herein by reference is the investor presentation that will be used by Centricus and the Company with respect to the Proposed Transactions.
The information set forth in this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
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Additional Information and Where to Find It
In connection with the Proposed Transactions, a Registration Statement on Form
F-4 is expected to be filed by
Participants in Solicitation
Centricus, the Company,
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the Proposed Transactions and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Centricus,
8 Forward Looking Statements
This Current Report on Form 8-K (including certain of the exhibits hereto) includes certain statements that are not historical facts but 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 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. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The forward-looking statements contained or incorporated by reference in this Current Report on Form 8-K are based on Centricus' and the Company's current expectations and beliefs concerning future developments and their potential effects on Centricus and the Company. There can be no assurance that future developments affecting Centricus and the Company will be those that Centricus and the Company have anticipated. Forward-looking statements involve a number of risks, uncertainties (some of which are beyond Centricus' and the Company's control) or other assumptions. Many factors could cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements in this presentation, including (i) that the Proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of Centricus' securities, (ii) the risk that the Proposed Transactions may not be completed by Centricus' business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Centricus, (iii) the failure to satisfy the conditions to the consummation of the Proposed Transactions, including the approval of the Business Combination Agreement by the shareholders of Centricus and the satisfaction of the minimum trust account amount following any redemptions by Centricus' public shareholders, (iv) the lack of a third-party valuation in determining whether or not to pursue the Proposed Transactions, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, (vi) the effect of the announcement or pendency of the Proposed Transactions on the Company's business relationships, operating results, and business generally, (vii) risks that the Proposed Transactions disrupt current plans and operations of the Company, (viii) the outcome of any legal proceedings that may be instituted against the Company or against Centricus related to the Business Combination Agreement or the Proposed Transactions, (ix) the ability to maintain the listing of Centricus' securities on a national securities exchange, (x) changes in the competitive and regulated industries in which the Company operates, variations in operating performance across competitors, changes in laws and regulations affecting the Company's business and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Transactions, and identify and realize additional opportunities, (xii) the potential inability of the Company to convert its pipeline or orders in backlog into revenue, (xiii) the potential inability of the Company to successfully deliver its operational technology which is still in development, (xiv) the potential delay of the commercial launch of the Company's products, (xv) the risk of interruption or failure of the Company's information technology and communications system and (xvi) the enforceability of the Company's intellectual property.
The foregoing list of factors is not exclusive. Additional information
concerning certain of these and other risk factors is contained in Centricus'
most recent filings with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Business Combination Agreement, dated as ofMay 12, 2021 , by and amongCentricus Acquisition Corp. ,Centricus Heritage LLC , solely in its capacity as the Purchaser Representative,Arqit Quantum Inc. ,Arqit Limited ,David John Williams , solely in his capacity as the Company Shareholders Representative and the shareholders of the Company party thereto. 10.1 Form of Subscription Agreement. 99.1 Press Release, datedMay 12, 2021 . 99.2 Transcript of Investor Call. 99.3 Investor Presentation. 10
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