BRADY CORPORATION Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
The Company has agreed to launch an all-cash tender offer in
Following successful completion of the Offer, if the Company has acquired more
than 90% of the outstanding Shares, it intends to initiate compulsory redemption
proceedings in accordance with the Finnish Companies Act as soon as reasonably
practicable to acquire any remaining Shares not held by the Company or any of
its subsidiaries. The Company intends to take action to delist the Shares from
Nasdaq First North Growth Market of
The parties have made certain covenants in the Combination Agreement, including Nordic ID agreeing, subject to certain exceptions, (i) that the Nordic ID board of directors will endorse and recommend that the shareholders accept the Offer and tender their Shares on the terms and conditions of the Offer, and (ii) not to solicit alternative Combinations or enter into discussions concerning, or provide confidential information in connection with, an alternative Combination. Nordic ID has also made customary representations and warranties.
In connection with the Offer, certain major shareholders of Nordic ID, who together represent 57.51 percent of issued shares (59.19 percent of outstanding shares) entered into a Tender Undertaking with the Company, pursuant to which they have agreed, subject to certain exceptions, (i) to tender all of their Shares into the Offer, (ii) to vote their Shares in favor of the Offer, and (iii) not to vote their Shares in favor of any action, agreement or transaction that could frustrate, prevent, delay, or adversely affect the consummation of the Offer.
The Combination Agreement and the above description have been included to
provide investors with information regarding the terms of the Combination
Agreement. It is not intended to provide any other factual information about
A copy of the Combination Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Combination Agreement is qualified in its entirety by reference to the full text of the Combination Agreement.
The Company issued a press release on
FORWARD-LOOKING STATEMENTS
In this report, statements that are not reported financial results or other historic information are "forward-looking statements." These forward-looking statements relate to, among other things, the Company's future financial position, business strategy, targets, projected sales, costs, earnings, capital expenditures, debt levels and cash flows, and plans and objectives of management for future operations.
The use of words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "project," "continue" or "plan" or similar terminology are generally intended to identify forward-looking statements. These forward-looking statements by their nature address matters that are, to different degrees, uncertain and are subject to risks, assumptions, and other factors, some of which are beyond Brady's control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. For Brady, uncertainties arise from: Brady's ability to consummate the tender offer and the other transactions contemplated by the agreement with Nordic ID on the timeframe disclosed or at all;
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adverse impacts of the novel coronavirus ("COVID-19") pandemic or other
pandemics; decreased demand for our products; our ability to compete effectively
or to successfully execute our strategy; Brady's ability to develop
technologically advanced products that meet customer demands; raw material and
other cost increases; difficulties in protecting our websites, networks, and
systems against security breaches; extensive regulations by
These uncertainties may cause Brady's actual future results to be materially different than those expressed in its forward-looking statements. Brady does not undertake to update its forward-looking statements except as required by law.
CERTAIN LEGAL MATTERS
This communication is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this Current Report on Form 8-K, the attached press release or otherwise.
Nordic ID is incorporated in
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NUMBER DESCRIPTION
Combination Agreement, dated as of April 15, 2021, by and among Brady
2.1 Corporation and Nordic ID Oyj. Schedules and exhibits to this document are not
being filed herewith pursuant to Item 601(b)(2) of Regulation S-K. *
Press Release of Brady Corporation, dated April 15, 2021, announcing
99.1 Tender Offer for Nordic ID Oyj. Release of Brady Corporation, dated February
18, 2021, relating to fiscal 2021 second quarter financial results.
104 Cover Page Interactive Data File (embedded within Inline XBRL document).
* The registrant agrees to furnish a copy of any such schedule or exhibit to the
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