UNIVERSAL CORPORATION Item 7.01 Regulation FD Disclosure
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In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This release includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "anticipate,"
"assume," "estimate," "expect," "target" "project," "predict," "intend," "plan,"
"believe," "potential," "may," "should," "would" and similar expressions may
identify forward looking information. Forward-looking information in these
materials includes, but is not limited to: the acquisition of FruitSmart; the
expected closing of the FruitSmart acquisition; and contributions to future
earnings. The Company cautions readers that any statements contained herein
regarding financial condition, results of operation, and future business plans,
operations, opportunities, and prospects for its performance are forward-looking
statements based upon management's current knowledge and assumptions about
future events, and involve risks and uncertainties that could cause actual
results, performance, or achievements to be materially different from any
anticipated results, prospects, performance, or achievements expressed or
implied by such forward-looking statements. Such risks and uncertainties
include, but are not limited to, product purchased not meeting quality and
quantity requirements; reliance on a few large customers; its ability to
maintain effective information technology systems and safeguard confidential
information; anticipated levels of demand for and supply of its products and
services; costs incurred in providing these products and services; timing of
shipments to customers; changes in market structure; government regulation;
product taxation; industry consolidation and evolution; changes in exchange
rates and interest rates; impacts of regulation and litigation on its customers;
industry-specific risks related to its food ingredient business; exposure to
certain regulatory and financial risks related to climate change; changes in
estimates and assumptions underlying its critical accounting policies; the
promulgation and adoption of new accounting standards, new government
regulations and interpretation of existing standards and regulations; and
general economic, political, market, and weather conditions. Actual results,
therefore, could vary from those expected. A further list and description of
these risks, uncertainties, and other factors can be found in the Company's
Annual Report on Form 10-K for the fiscal year ended
Item 8.01 Other Events
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Pursuant to the Stock Purchase Agreement, the Company acquired 100% of the capital stock of FruitSmart for the amount previously announced and authorized FruitSmart to enter into the previously announced leases with purchase options.
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The foregoing description of the Stock Purchase Agreement is qualified in its
entirety by reference to the Stock Purchase Agreement, which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
Item 9.01 Exhibits. (d) Exhibits 99.1 Press Release, datedJanuary 3, 2020 , issued byUniversal Corporation 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 3
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