Item 8.01 Other Events.
On
Additional Information about the Transactions and Where to Find It
In connection with the proposed transactions contemplated by the Merger
Agreement, (i) AMP filed the Registration Statement which the
Participants in Solicitation
The Company, Ardagh and AMP and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the Company's stockholders in connection with the proposed business
combination. Information about the Company's directors and executive officers
and their ownership of the Company's securities is set forth in the Company's
filings with the
Forward Looking Statements
This Current Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the services or products offered by Ardagh or AMP and the markets in which Ardagh or AMP operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and the Company's Ardagh's or AMP's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions).
--------------------------------------------------------------------------------
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this Current Report, including but not limited to: (i) the risk that the
proposed business combination may not be completed in a timely manner or at all,
which may adversely affect the price of the Company's or Ardagh's securities;
(ii) the risk that the proposed business combination may not be completed by the
Company's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by the Company;
(iii) the failure to satisfy the conditions to the consummation of the proposed
business combination, including the approval of the proposed business
combination by the Company's stockholders, and the satisfaction of the minimum
trust account amount following redemptions by the Company's public stockholders;
(iv) the effect of the announcement or pendency of the proposed business
combination on Ardagh's or AMP's business relationships, performance, and
business generally; (v) risks that the proposed business combination disrupts
current plans of Ardagh or AMP and potential difficulties in Ardagh or AMP
employee retention as a result of the proposed business combination; (vi) the
outcome of any legal proceedings that may be instituted against the Company or
Ardagh related to the proposed business combination; (vii) the ability to
maintain, prior to the closing of the proposed business combination, the listing
of the Company's securities on the NASDAQ, and, following the closing of the
proposed business combination, AMP's shares on the NYSE; (viii) the price of the
Company's securities prior to the closing of the proposed business combination,
and AMP's shares after the closing of the proposed business combination,
including as a result of volatility resulting from changes in the competitive
and highly regulated industries in which AMP plans to operate, variations in
performance across competitors, changes in laws and regulations affecting AMP's
business and changes in the combined capital structure; and (ix) AMP's ability
to implement business plans, forecasts, and other expectations after the closing
of the proposed business combination, and identify and realize additional
opportunities. The foregoing list of factors is not exhaustive. You should
carefully consider the foregoing factors and the other risks and uncertainties
that are described in the definitive proxy statement, including those under
"Risk Factors" therein, and other documents filed by the Company, Ardagh or AMP
from time to time with the
Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company, Ardagh and AMP assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the Company, Ardagh or AMP gives any assurance that either the Company or AMP will achieve its expectations.
Disclaimer
This Current Report relates to the proposed business combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 99.1 Press Release datedJuly 8, 2021 . 104 Cover Page Interactive File (formatted as inline XBRL and contained in Exhibit 101)
--------------------------------------------------------------------------------
© Edgar Online, source