COHEN & COMPANY INC. Item 8.01. Other Events.
As previously disclosed, a subsidiary of
On
Consummation of the transactions contemplated by the Merger Agreement is subject
to customary conditions of the respective parties, including, among others, that
(i) the Merger be approved by the IAC's stockholders and the Shift Stockholders;
(ii) there has been no material adverse effect that is continuing with respect
to Shift or IAC since the date of the Merger Agreement; (iii) the filings of IAC
and Shift pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, if any, shall have been made and the applicable waiting period and
any extension thereof will have expired or been terminated; and (iv) IAC will
have at least
Concurrently with the execution and delivery of the Merger Agreement, certain
institutional accredited investors (the "
Including initial placement shares and founders shares, following the closing of
the Merger the Company expects to own between 1.8 million and 2.3 million shares
of IAC Class A Common Stock (collectively, the "Sponsor Shares"), in addition to
the shares purchased pursuant to the Affiliate Subscription Agreement discussed
above. All of the Sponsor Shares and the shares purchased pursuant to the
Affiliate Subscription Agreement will be subject to restrictions on resale under
applicable securities laws until the resale of such shares is either registered
under the Securities Act of 1933 or otherwise exempt from registration. Further,
subject to certain limited exceptions, the initial placement shares will not be
transferable or salable until 30 days following the closing of the Merger, and
founders shares will not be transferable or salable except (a) with respect to
20% of such Founder Shares, until the closing of the Merger, and (b) with
respect to additional 20% tranches of such Founder Shares, when the closing
price of the IAC Common Stock exceeds
Forward Looking Statements
This Current Report on Form 8-K contains "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", "could", "continue", "expect", "estimate", "may", "plan", "outlook", "future" and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to our future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Merger; the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and Shift's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company's current expectations and beliefs, as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of IAC or other conditions to closing in the Merger Agreement; (3) the inability to complete the private placement; (4) the outcome of any legal proceedings that may be instituted against IAC, Shift or any of their respective directors or officers, following the announcement of the potential transaction; and (5) changes in terms of the Merger Agreement, the Company Subscription Agreement or other agreements or documents relating to the Merger, the PIPE Subscription Agreements or otherwise.
New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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