Item 7.01 Regulation FD Disclosure.
As previously reported, on
The press release is attached as Exhibit 99.1 hereto.
The information in this Current Report and Exhibit 99.1 attached hereto is being furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "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 of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibit 99.1.
Additional Information
In connection with the proposed business combination between the Company and
HOFV, the Company has filed with the SEC Amendment No. 3 to Definitive Proxy
Statement on
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook",
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 include timing of the proposed merger; the business
plans, objectives, expectations and intentions of the parties once the
transaction is complete, and Holding's, the Company's and HOFV's estimated and
future results of operations, business strategies, competitive position,
industry environment and potential growth opportunities, relating to the
acquired business. These forward-looking statements reflect the current analysis
of existing information and are subject to various risks and uncertainties. As a
result, caution must be exercised in relying on forward-looking statements. Due
to known and unknown risks, our actual results may differ materially from our
expectations or projections. The following risks and uncertainties, among
others, could cause actual results to differ materially from those described in
these forward-looking statements: the impact of the Coronavirus on the Company
and HOFV, the occurrence of any event, change or other circumstances that could
give rise to the termination of the Merger Agreement and the proposed
transaction contemplated thereby; the inability to complete the transactions
contemplated by the Merger Agreement due to the failure to obtain approval of
the stockholders of the Company or other conditions to closing in the Merger
Agreement; the outcome of any legal proceedings that have been, or will be,
instituted against the Company or other parties to the Merger Agreement
following announcement of the Merger Agreement and transactions contemplated
therein; the ability of Holding's to meet NASDAQ listing standards following the
merger and in connection with the consummation thereof; the failure to obtain
the financing arrangements necessary to complete the development of the project;
the failure to achieve the assumptions underlying certain of the financial
projections included within the investor presentation including, among others,
securing the timely financing for, and achieving construction of, the second
phase of the project within assumed time and financial budget, and achieving
expected attendance and occupancy rates; risks that the proposed transaction
disrupts current plans and operations and the potential difficulties in employee
retention as a result of the announcement of the Merger Agreement and
consummation of the transaction described therein; costs related to the proposed
merger and the impact of the substantial indebtedness to be incurred to finance
the consummation of the merger; changes in applicable laws or regulations; the
ability of the combined company to meet its financial and strategic goals, due
to, among other things, competition, the ability of the combined company to grow
and manage growth profitability, maintain relationships with customers and
retain its key employees; the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive factors;
Participants in the Solicitation
The Company, Holdings, HOFV, Newco and their respective directors, executive
officers and other members of their management and employees, under
Non-Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press release issued byHOF Village, LLC datedJune 12, 2020
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