Item 8.01 Other Events.
As previously announced, on August 1, 2021 (Pacific Daylight Time) / August 2,
2021 (Australian Eastern Standard Time), Block, Inc. (formerly known as Square,
Inc.) ("Block"), Lanai (AU) 2 Pty Ltd, an Australian proprietary company limited
by shares and an indirect wholly owned subsidiary of Block ("Lanai"), and
Afterpay Limited, an Australian public company limited by shares and listed on
the Australian Securities Exchange ("Afterpay"), entered into a Scheme
Implementation Deed, as amended by the Amending Deed dated December 6, 2021
(Pacific Standard Time) / December 7, 2021 (Australian Eastern Daylight Time)
(the "Amending Deed"), pursuant to which, subject to the satisfaction or waiver
of the conditions set forth therein, Block will acquire (indirectly through
Lanai) all Afterpay ordinary shares pursuant to a court-approved scheme of
arrangement under Part 5.1 of Australia's Corporations Act 2001 (Cth) (the
scheme of arrangement, as varied pursuant to the Amending Deed, the "Scheme" and
such acquisition, the "Transaction").
On December 16, 2021 (Pacific Standard Time) / December 17, 2021 (Australian
Eastern Daylight Time), the Supreme Court of New South Wales (the "Court") made
orders approving the Transaction subject to the satisfaction of the condition to
the Transaction related to the prior non-opposition of the Bank of Spain (the
"Condition Subsequent"). As a result, the parties will be required to implement
the Scheme (i.e., the Scheme will take effect without the need for further
approval by Afterpay shareholders or the Court) upon the satisfaction of the
Condition Subsequent. If the Condition Subsequent is not satisfied by April 14,
2022, the Scheme will not proceed.
Also on December 16, 2021 (Pacific Standard Time) / December 17, 2021
(Australian Eastern Daylight Time), the Court's orders described in the previous
paragraph were filed with the Australian Securities and Investments Commission,
upon which filing the Scheme became effective under Australian law.
Block continues to expect the closing of the Transaction to occur in the first
quarter of calendar year 2022.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements can
be identified by terms such as "may," "will," "appears," "should," "expects,"
"plans," "anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential," or "continue,"
or the negative of these words or other similar terms or expressions that
concern our expectations, strategy, plans, or intentions. Examples of
forward-looking statements in this current report include, among others,
statements regarding the expected timing for the satisfaction of the closing
condition related to the non-opposition of the Bank of Spain and the expected
timing for the closing of the pending transaction.
The outcome of the events described in these forward-looking statements is
subject to known and unknown risks, uncertainties, and other factors described
from time to time in Block's filings with the SEC and Afterpay's filings with
the ASX, including Block's Annual Report on Form 10-K for the year ended
December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpay's
Annual Report for the financial year ended June 30, 2021, and future filings and
reports by either Block or Afterpay.
In addition, other factors related to the pending transaction between Block and
Afterpay that contribute to the uncertain nature of the forward-looking
statements include, but are not limited to: the expected timing to complete the
pending transaction; filings and approvals relating to the pending transaction;
the ability to complete the pending transaction considering the closing
condition related to the non-opposition of the Bank of Spain; and the
possibility that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the pending transaction. We cannot assure you
that the results, events, and circumstances reflected in the forward-looking
statements will be achieved or occur, and actual results, events, or
circumstances could differ materially from those described in the
forward-looking statements. Investors are cautioned not to place undue reliance
on these statements.
All forward-looking statements are based on information and estimates available
to Block or Afterpay at the time of this communication and are not guarantees of
future performance. Except as required by law, neither Block nor Afterpay assume
any obligation to update any of the statements in this communication, and any
statement in this communication is subject to change without notice.
The distribution of this communication may be subject to legal or regulatory
restrictions in certain jurisdictions. Any person who comes into possession of
this communication must inform himself or herself of and comply with any such
restrictions.
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