Item 8.01 Other Events.
As previously disclosed, on March 7, 2022, Mandiant, Inc. ("Mandiant") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Google LLC
("Google") and Dupin Inc., a wholly owned subsidiary of Google ("Merger Sub"),
providing for the merger of Merger Sub with and into Mandiant (the "Merger"),
with Mandiant surviving the Merger as a wholly owned subsidiary of Google.
Capitalized terms not otherwise defined have the meaning set forth in the Merger
Agreement.
As previously disclosed, on March 21, 2022, Mandiant and Google filed the
Notification and Report Forms required under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 ("HSR Act"), as amended, with the Department of Justice
(the "DOJ") and the Federal Trade Commission. On April 20, 2022, Mandiant and
Google each received a request for additional information from the DOJ in
connection with the DOJ's review of the Merger.
On July 15, 2022, the DOJ granted early termination of the waiting period under
the HSR Act with respect to the Merger. The early termination of the waiting
period under the HSR Act satisfies one of the conditions to the closing of the
Merger. The closing of the Merger remains subject to the satisfaction or waiver
of the remaining closing conditions set forth in the Merger Agreement, including
receipt of regulatory approvals in certain foreign jurisdictions. Additional
information on those approvals is contained in the definitive proxy statement
filed by Mandiant on April 28, 2022.
Mandiant and Google continue to expect the closing of the Merger to occur by the
end of 2022.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
MANDIANT, INC. 
