Item 1.01 Entry into a Material Definitive Agreement.
On
In addition, the Pagaya Shareholders party to the Company Voting Agreements agreed not to transfer, directly or indirectly, any of their Pagaya Voting Shares until the earlier of the Effective Time and the date on which the Merger Agreement is terminated in accordance with its terms, subject to certain exceptions.
The terms and conditions of the Company Voting Agreements are substantially
similar to the terms and conditions of the form of company voting agreement
which is attached as Exhibit B to the Merger Agreement, which was filed as
Exhibit 2.1 to the Form 8-K filed with the
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The EJFA shareholders approved the Business Combination Proposal and the Merger Proposal (each as defined in the Proxy Statement). The voting results for each proposal were as follows:
--------------------------------------------------------------------------------
Proposal 1 - The Business Combination Proposal
The EJFA shareholders approved the Business Combination Proposal, which required the affirmative vote of a majority of the votes cast by the holders of the issued ordinary shares present in person or by proxy at the Extraordinary General Meeting and entitled to vote on such matter at the Extraordinary General Meeting. Proposal 1 received the following votes:
Votes Broker For Votes Against Votes Abstained Non-Votes 25,539,619 2,685,544 20,054 N/A
Proposal 2 - The Merger Proposal
The EJFA shareholders approved the Merger Proposal, which required the affirmative vote of at least two-thirds of the votes cast by the holders of the issued ordinary shares present in person or by proxy and entitled to vote thereon at the Extraordinary General Meeting. Proposal 2 received the following votes:
Votes Broker For Votes Against Votes Abstained Non-Votes 25,539,569 2,685,594 20,054 N/A
As there were sufficient votes to approve the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to EJFA shareholders.
Additional Information and Where to Find It
In connection with the proposed business combination between Pagaya and EJFA,
Pagaya filed a registration statement on Form F-4 and Pagaya and EJFA each filed
the related Proxy Statement that was distributed to shareholders of EJFA in
connection with EJFA's solicitation of proxies for the vote by its shareholders
with respect to the proposed business combination. The registration statement
was declared effective by the
Forward-looking Statements
This document includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "forecast," "intend," "seek," "target," "anticipate," "believe," "could," "continue," "expect," "estimate," "may," "plan," "outlook," "future" and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of EJFA, Pagaya or the combined company after completion of the proposed business combination are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger providing for the business combination (the "Agreement") and the proposed business combination contemplated thereby; (2) the inability to complete the transactions contemplated by the Agreement due to the failure to satisfy the remaining conditions to closing in the Agreement; (3) the ability to meet Nasdaq's listing standards following the consummation of the transactions contemplated by the Agreement; (4) the risk that
--------------------------------------------------------------------------------
the proposed transaction disrupts current plans and operations of Pagaya as a
result of the announcement and consummation of the transactions described
herein; (5) the ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (6) costs related to the proposed business combination;
(7) changes in applicable laws or regulations; (8) the possibility that Pagaya
may be adversely affected by other economic, business, and/or competitive
factors; and (9) other risks and uncertainties indicated from time to time in
other documents filed or to be filed with the
Non-Solicitation
This document is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, the securities of Pagaya, EJFA or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
--------------------------------------------------------------------------------
© Edgar Online, source