Item 8.01 Other Events.
On
Additional Information about the Transactions and Where to Find It
In connection with the proposed transactions contemplated by the Business
Combination Agreement, (i) AMP filed the Registration Statement which the
Participants in Solicitation
The Company, Ardagh and AMP and certain of their respective 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 business
combination. Information about the Company's directors and executive officers
and their ownership of the Company's securities is set forth in the Company's
filings with the
Forward Looking Statements
This Current Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the services or products offered by Ardagh or AMP and the markets in which Ardagh or AMP operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and the Company's Ardagh's or AMP's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company's or Ardagh's securities; (ii) the risk that the proposed business combination may not be completed by the Company's business combination deadline and the
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potential failure to obtain an extension of the business combination deadline if
sought by the Company; (iii) the failure to satisfy the conditions to the
consummation of the proposed business combination, including the approval of the
proposed business combination by the Company's stockholders, and the
satisfaction of the minimum trust account amount following redemptions by the
Company's public stockholders; (iv) the effect of the announcement or pendency
of the proposed business combination on Ardagh's or AMP's business
relationships, performance, and business generally; (v) risks that the proposed
business combination disrupts current plans of Ardagh or AMP and potential
difficulties in Ardagh or AMP employee retention as a result of the proposed
business combination; (vi) the outcome of any legal proceedings that may be
instituted against the Company or Ardagh related to the proposed business
combination; (vii) the ability to maintain, prior to the closing of the proposed
business combination, the listing of the Company's securities on the NASDAQ,
and, following the closing of the proposed business combination, AMP's shares on
the NYSE; (viii) the price of the Company's securities prior to the closing of
the proposed business combination, and AMP's shares after the closing of the
proposed business combination, including as a result of volatility resulting
from changes in the competitive and highly regulated industries in which AMP
plans to operate, variations in performance across competitors, changes in laws
and regulations affecting AMP's business and changes in the combined capital
structure; and (ix) AMP's ability to implement business plans, forecasts, and
other expectations after the closing of the proposed business combination, and
identify and realize additional opportunities. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties that are described in the definitive proxy
statement, including those under "Risk Factors" therein, and other documents
filed by the Company, Ardagh or AMP from time to time with the
Forward-looking statements included in this Current Report speak only as of the date of this Current Report. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company, Ardagh and AMP assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the Company, Ardagh or AMP gives any assurance that either the Company or AMP will achieve its expectations.
Disclaimer
This Current Report relates to the proposed business combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 99.1 Press Release datedAugust 2, 2021 . 104 Cover Page Interactive File (formatted as inline XBRL and contained in Exhibit 101)
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