Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
In connection with the First Merger and without any further action on the part of any party, each share of Class A common stock and Class B common stock of DTRT will be converted into one share of common stock of New Pubco, and each DTRT private placement warrant and public warrant will be converted into one private placement warrant of New Pubco and one public warrant of New Pubco, respectively, each exercisable for one share of New Pubco common stock.
Under the Merger Agreement, in connection with the Second Merger, DTRT has
agreed to indirectly acquire all of the outstanding equity interests of CDH for
approximately
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The parties to the Merger Agreement have made customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants with respect to the conduct of CDH, DTRT, Grizzly Merger Sub and New Pubco prior to the closing of the Business Combination.
The closing of the Business Combination is subject to certain customary conditions, including, among other things: (i) approval by DTRT's stockholders of the proposals being presented at the special meeting, (ii) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the absence of a material adverse regulatory event by a governmental entity that enjoins, prohibits or makes illegal the consummation of the Business Combination, (iv) DTRT obtaining financing satisfactory to CDH, (v) certain contracts of CDH and its subsidiaries that have been agreed to between the parties being in full force and effect and (vi) the approval of listing of the shares of New Pubco common stock on one of the Nasdaq market tiers.
The Merger Agreement may be terminated by DTRT or CDH under certain circumstances, including, among others, (i) by written consent of DTRT and CDH, (ii) by either DTRT or CDH if the effective time of the Second Merger has not occurred within 270 days following the date of the Merger Agreement, (iii) by DTRT or CDH if DTRT has not obtained the required approval of its stockholders at the special meeting, and (iv) by CDH if CDH's board of directors withdraws its recommendation of the adoption of the Second Merger by the CDH shareholders.
The foregoing description of the Merger Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains representations, warranties and covenants that the parties to the Merger Agreement made to each other as of the date of the Merger Agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about DTRT, CDH or any other party to the Merger Agreement. In particular, the representations, warranties, covenants and agreements contained in the Merger Agreement, which were made only for purposes of the Merger Agreement and as of specific dates, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties that differ from those . . .
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. Certain of the shares of New Pubco common stock issuable in connection with the transactions contemplated by the Business Combination may not be registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.
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Item 7.01. Regulation FD Disclosure.
On
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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including Exhibit 99.1.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company intends to
file with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company's stockholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in the Company is contained in the Company's Annual Report on Form 10-K for the fiscal year ended
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CDH and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The Company's and CDH's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the Company's and CDH's expectations with respect to future performance and anticipated financial impacts of the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company's and CDH's control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or could otherwise cause the transactions contemplated therein to fail to close; (ii) the outcome of any legal proceedings that may be instituted against the Company, CDH, CDCN or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of the Company or CDH; (iv) the inability of CDH to satisfy other conditions to closing; (v) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (vi) the ability to meet stock exchange listing standards in connection with and following the consummation of the proposed Business Combination; (vii) the risk that the proposed Business Combination disrupts current plans and operations of CDH as a result of the announcement and consummation of the proposed Business Combination; (viii) the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of CDCN to grow and manage growth profitably, the ability of CDCN to maintain relationships with customers, suppliers, labor unions and other organizations that have a role in the business of CDH and the ability of CDCN to retain its management and key employees; (ix) costs related to the Business Combination; (x) changes in applicable laws or regulations, including those affecting in-home healthcare; (xi) the possibility that CDH or CDCN may be adversely affected by other
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economic, business, regulatory, and/or competitive factors; (xii) CDH's
estimates of expenses and profitability; (xiii) the evolution of the markets in
which CDH competes; (xiv) the ability of CDH to implement its strategic
initiatives and continue to innovate its existing offerings; (xv) the ability of
CDH to satisfy regulatory requirements; (xvi) the impact of the COVID-19
pandemic on CDH's and CDCN's business; and (xvii) other risks and uncertainties
set forth in the section entitled "Risk Factors" and "Cautionary Note Regarding
Forward-Looking Statements" in the Company's Annual Report on Form 10-K for the
fiscal year ended
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1† Merger Agreement, dated as ofSeptember 28, 2022 , by and amongDTRT Health Acquisition Corp. ,Grizzly New Pubco, Inc. ,Grizzly Merger Sub, Inc. andConsumer Direct Holdings, Inc. 10.1 Form of Registration Rights Agreement by and amongDTRT Health Acquisition Corp. ,DTRT Health Sponsor LLC , certain members ofDTRT Health Sponsor LLC and the shareholders ofConsumer Direct Holdings, Inc. 10.2 Sponsor Agreement, dated as ofSeptember 28, 2022 , by and amongDTRT Health Acquisition Corp. ,Grizzly New Pubco, Inc. andConsumer Direct Holdings, Inc. 10.3 Form of Stockholders Agreement by and amongGrizzly New Pubco, Inc. and each of the shareholders ofConsumer Direct Holdings, Inc. 10.4 Equity Exchange Agreement, dated as ofSeptember 12, 2022 , by and amongConsumer Direct Care Washington, LLC ,Consumer Direct Holdings, Inc. ,Grizzly New Pubco, Inc. andHome Care Workers Purpose Trust . 10.5 Lockup Agreement, dated as ofSeptember 28, 2022 , by and among certain shareholders ofConsumer Direct Holdings, Inc. ,DTRT Health Sponsor LLC andDTRT Health Acquisition Corp. 99.1 Press Release, datedSeptember 29, 2022 . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
† Certain of the exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to theSEC upon its request. 9
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