Item 2.02. Results of Operations and Financial Condition
On
Additional Information and Where to Find It
This communication relates to a pending business combination between Cott and
Primo. Cott commenced an exchange offer for the outstanding shares of Primo on
Safe Harbor Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve inherent risks and uncertainties and you are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. These statements can otherwise be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "would," "will," and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements contained in this communication include, but are not limited to, statements related to Cott's plans, objectives, expectations and intentions with respect to the proposed S&D transaction, the anticipated timing of the proposed S&D transaction, the proposed Primo transaction and the combined company, the anticipated timing of the proposed Primo transaction, and the potential impact the transactions will have on Cott and other matters related to either or both of them. The forward-looking statements are based on assumptions regarding current plans and estimates of management of Cott. Such management believes these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially from those described in this communication include, among others: changes in expectations as to the closing of the transaction including timing and changes in the method of financing the transaction; the satisfaction of the conditions precedent to the consummation of the proposed transaction (including a sufficient number of Primo shares being validly tendered into the exchange offer
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to meet the minimum condition), the risk of litigation and regulatory action
related to the proposed transactions, expected synergies and cost savings are
not achieved or achieved at a slower pace than expected; integration problems,
delays or other related costs; retention of customers and suppliers; and
unanticipated changes in laws, regulations, or other industry standards
affecting the companies; and other risks and important factors contained and
identified in Cott's filings with the
The foregoing list of factors is not exhaustive. Readers are cautioned not to
place undue reliance on any forward-looking statements, which speak only as of
the date hereof. Readers are urged to carefully review and consider the various
disclosures, including but not limited to risk factors contained in Cott's
Annual Report on Form 10-K and its quarterly reports on Form 10-Q, as well as
other filings with the
Item 8.01. Other Events
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release ofCott Corporation , datedFebruary 20, 2020 (furnished herewith). 99.2 Presentation ofCott Corporation , datedFebruary 20, 2020 (furnished herewith). 99.3 Transcript of the conference call ofCott Corporation , datedFebruary 20, 2020 (furnished herewith). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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