Item 8.01 Other Events.
On March 22, 2021, Aegion Corporation, a Delaware corporation (the "Company"),
issued a press release. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of
the U.S. federal securities laws. Such statements include statements concerning
anticipated future events and expectations that are not historical facts. All
statements other than statements of historical fact are statements that could be
deemed forward-looking statements. Forward-looking statements are typically
identified by words such as "believe," "expect," "anticipate," "intend,"
"target," "estimate," "continue," "positions," "plan," "predict," "project,"
"forecast," "guidance," "goal," "objective," "prospects," "possible" or
"potential," by future conditional verbs such as "assume," "will," "would,"
"should," "could" or "may," or by variations of such words or by similar
expressions or the negative thereof. Actual results may vary materially from
those expressed or implied by forward-looking statements based on a number of
factors, including, without limitation: (1) risks related to the consummation of
the merger, including the risks that (a) the merger may not be consummated
within the anticipated time period, or at all, (b) the parties may fail to
obtain stockholder approval of the merger agreement, (c) the parties may fail to
secure the termination or expiration of any waiting period applicable under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (d) other
conditions to the consummation of the merger under the merger agreement may not
be satisfied, and (e) the significant limitations on remedies contained in the
merger agreement may limit or entirely prevent the Company from specifically
enforcing the obligations of Carter Intermediate, Inc. (Parent) and its wholly
owned subsidiary, Carter Acquisition, Inc. (Merger Sub), under the merger
agreement or recovering damages for any breach by Parent or Merger Sub; (2) the
effects that any termination of the merger agreement may have on the Company or
its business, including the risks that (a) the Company's stock price may decline
significantly if the merger is not completed, (b) the merger agreement may be
terminated in circumstances requiring the Company to pay Parent a termination
fee, or (c) the circumstances of the termination, including the possible
imposition of a 12-month tail period during which the termination fee could be
payable upon certain subsequent transactions, may have a chilling effect on
alternatives to the merger; (3) the effects that the announcement or pendency of
the merger may have on the Company's and its business, including the risks that
as a result (a) the Company's business, operating results or stock price may
suffer, (b) the Company's current plans and operations may be disrupted, (c) the
Company's ability to retain or recruit key employees may be adversely affected,
(d) the Company's business relationships (including, customers, franchisees and
suppliers) may be adversely affected, or (e) the Company's management's or
employees' attention may be diverted from other important matters; (4) the
effect of limitations that the merger agreement places on the Company's ability
to operate its business, return capital to stockholders or engage in alternative
transactions; (5) the nature, cost and outcome of pending and future litigation
and other legal proceedings, including any such proceedings related to the
merger and instituted against the Company and others; (6) the risk that the
merger and related transactions may involve unexpected costs, liabilities or
delays; (7) other economic, business, competitive, legal, regulatory, and/or tax
factors; and (8) other factors described under the heading "Risk Factors" in
Part I, Item 1A of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, as updated or supplemented by subsequent reports that
the Company has filed or files with the SEC. Potential investors, stockholders
and other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are
made. Neither Parent nor the Company assumes any obligation to publicly update
any forward-looking statement after it is made, whether as a result of new
information, future events or otherwise, except as required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. This
communication may be deemed to be solicitation material in respect of the
proposed merger between Merger Sub and the Company. In connection with the
proposed transaction, the Company plans to file a proxy statement with the SEC.
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors will be
able to obtain free copies of the proxy statement and other relevant materials
(when they become available) and other documents filed by the Company at the
SEC's website at www.sec.gov. Copies of the proxy statement (when they become
available) and the filings that will be incorporated by reference therein may
also be obtained, without charge, by contacting the Company's Investor Relations
at kcason@aegion.com or 1.800.325.1159.
Participants in Solicitation
The Company and its directors, executive officers and certain employees, may be
deemed, under SEC rules, to be participants in the solicitation of proxies in
respect of the proposed transaction. Information regarding the Company's
directors and executive officers is available in its annual report on Form 10-K
filed with the SEC on March 10, 2021. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement and other relevant materials to be filed with the SEC (when they
become available). These documents can be obtained free of charge from the
sources indicated above.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibit No. Description
99.1 Press Release of Aegion Corporation dated March 22, 2021, filed
herewith.
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