Item 8.01. Other Events.
On July 16, 2020, InnerWorkings, Inc., a Delaware corporation (the "Company"),
and HH Global Group Limited, a Company registered in England and Wales
("Parent"), issued a joint press release announcing the execution of an
Agreement and Plan of Merger, by and among the Company, Parent, HH Global
Finance Limited, a Company registered in England and Wales ("HH Finance"), and
Project Idaho Merger Sub, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("Sub").
A copy of the joint press release is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.
Additional Information Regarding the Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities of the Company or the solicitation of any vote or
approval. This communication is being made in respect of the proposed merger
transaction involving the Company, Parent, HH Finance and Sub. The proposed
merger of the Company will be submitted to the stockholders of the Company for
their consideration. In connection therewith, the Company intends to file
relevant materials with the Securities and Exchange Commission (the "SEC"),
including a definitive proxy statement which will be mailed to the stockholders
of the Company. However, such documents are not currently available. BEFORE
MAKING ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF
THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE
PROPOSED MERGER TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER
TRANSACTION. Investors and security holders may obtain free copies of the
definitive proxy statement, any amendments or supplements thereto and other
documents containing important information about the Company, once such
documents are filed with the SEC, through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by the Company will be
available free of charge on the Company's website at
https://investor.inwk.com/financial-information/sec-filings.
Participants in the Solicitation
The Company and its directors, its executive officers and certain other members
of Company management and Company employees may, under the rules of the SEC, be
deemed to be participants in the solicitation of proxies in connection with the
proposed merger transaction. Information about the directors and executive
officers of the Company is set forth in its proxy statement for its 2020 annual
meeting of stockholders, which was filed with the SEC on April 28, 2020, its
annual report on Form 10-K for the fiscal year ended December 31, 2019, which
was filed with the SEC on March 17, 2020, and in subsequent documents filed with
the SEC, each of which can be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy solicitation of
the stockholders of the Company and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the
preliminary and definitive proxy statements and other relevant materials to be
filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. Description
99.1 Joint Press Release issued by InnerWorkings, Inc. and HH Global
Group Limited on July 16, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101).
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