Item 1.01. Entry into a Material Definitive Agreement.
First Amendment to Merger Agreement
As previously announced, on
On
The Company's Board of Directors (the "Board") has unanimously adopted the Merger Agreement and approved the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, approved and declared advisable the Merger Agreement and the consummation of the Merger, and, on the terms and subject to the conditions set forth in the Merger Agreement, resolved to submit the Merger Agreement for the approval of the Company's stockholders and to recommend that the Company's stockholders approve the Merger Agreement.
Other than as expressly modified pursuant to the Amendment, the Original
Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K
filed with the
The foregoing description of the Amendment and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein, and the Original Agreement, which is attached as Exhibit 2.1 to the Original Report and is incorporated by reference herein.
The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Parent, Merger Sub or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in the Company's public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding
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the Company, Parent and Merger Sub and the transactions contemplated by the
Merger Agreement that will be contained in or attached as an annex to the Proxy
Statement that the Company will file in connection with the transactions
contemplated by the Merger Agreement, as well as in the other filings that the
Company will make with the
Financing
In connection with the Amendment, the Apollo Funds have increased their
commitments to capitalize Parent at Closing from an aggregate equity
contribution equal to
Item 7.01 Regulation FD Disclosure
On
On
Additional Information and Where to Find It
The Company will file with the
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders in
connection with the proposed Merger. Information regarding the interests of
these directors and executive officers in the proposed Merger will be included
in the proxy statement when it is filed with the
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Cautions Regarding Forward Looking Statements
This document includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are often identified by words such as "anticipate," "approximate," "believe," "commit," "continue," "could," "estimate," "expect," "hope," "intend," "may," "outlook," "plan," "project," "potential," "should," "would," "will," and other similar words or expressions.
Such forward-looking statements are inherently uncertain, and stockholders and
other potential investors must recognize that actual results may differ
materially from the Company's expectations as a result of a variety of factors.
Such forward-looking statements are based upon management's current expectations
and include known and unknown risks, uncertainties and other factors, many of
which the Company is unable to predict or control, that may cause the Company's
actual results, performance, or plans to differ materially from any future
results, performance or plans expressed or implied by such forward-looking
statements. Risks and uncertainties related to the proposed transactions
include, but are not limited to, the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger agreement;
the failure of the parties to satisfy conditions to completion of the proposed
merger, including the failure of the Company's stockholders to approve the
proposed merger or the failure of the parties to obtain required regulatory
approvals; the risk that regulatory or other approvals are delayed or are
subject to terms and conditions that are not anticipated; and the risks,
uncertainties, and other factors detailed from time to time in the Company's
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K filed or furnished with the
Many of these factors are beyond the Company's control. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K: Exhibit Number Description 2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as ofNovember 27, 2019 , by and amongTech Data Corporation ,Tiger Midco, LLC andTiger Merger Sub Co. 99.1 Press Release 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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