HARLEY-DAVIDSON, INC. Item 7.01 Regulation FD Disclosure.
On
Furnished as Exhibit 99.2 hereto and incorporated by reference into this Item
7.01 herein is the investor presentation dated
Furnished as Exhibit 99.3 hereto and incorporated by reference into this Item
7.01 herein is the investor call script dated
The foregoing (including Exhibits 99.1, 99.2 and 99.3) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act, of 1934, as amended (the "Exchange Act") or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Additional Information and Where to Find It
In connection with the proposed business combination between LiveWire and ABIC
(the "Business Combination"),
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When available, the definitive proxy statement/prospectus and other relevant
materials for the Business Combination will be mailed to ABIC shareholders as of
a record date to be established for voting on the Business Combination.
Shareholders will also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and other
documents filed or that will be filed with the
Participants in the Solicitation
H-D, LiveWire, ABIC and their respective directors and officers may be deemed
participants in the solicitation of proxies of ABIC shareholders in connection
with the Business Combination. ABIC shareholders and other interested persons
may obtain, without charge, more detailed information regarding the directors
and officers of ABIC. A description of their interests in ABIC is contained in
ABIC's final prospectus related to its initial public offering, dated
Cautionary Note Regarding Forward-Looking Statements
This communication may contain a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include information concerning H-D's, LiveWire's or ABIC's possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities and the effects of regulation, including whether the Business Combination will generate returns for shareholders. These forward-looking statements are based on H-D's, LiveWire's or ABIC's management's current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.
These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside H-D's, LiveWire's or ABIC's management's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (b) the outcome of any legal proceedings that may be instituted against H-D, LiveWire, ABIC or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (c) the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ABIC, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (d) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (e) the ability to meet the applicable stock exchange listing standards following the consummation of the Business Combination; (f) the inability to complete the private placement transactions or the backstop facility contemplated by the Business Combination Agreement and related agreements, as applicable; (g) the risk that the Business Combination disrupts current plans and operations of
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LiveWire or its subsidiaries as a result of the announcement and consummation of
the transactions described herein; (h) the ability to recognize the anticipated
benefits of the Business Combination, which may be affected by, among other
things, competition, the ability of LiveWire to grow and manage growth
profitably, maintain relationships with customers and suppliers and retain its
management and key employees; (i) costs related to the Business Combination;
(j) changes in applicable laws or regulations, including legal or regulatory
developments (including, without limitation, accounting considerations) which
could result in the need for ABIC to restate its historical financial statements
and cause unforeseen delays in the timing of the Business Combination and
negatively impact the trading price of ABIC's securities and the attractiveness
of the Business Combination to investors; (k) the possibility that H-D, LiveWire
and ABIC may be adversely affected by other economic, business, and/or
competitive factors; (l) H-D's ability to execute its business plans and
strategies, including The
Forward-looking statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements, and H-D,
LiveWire,
No Offer or Solicitation
This communication relates to a proposed business combination between LiveWire and ABIC. This Current Report on Form 8-K 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. The following exhibits are provided as part of this Form 8-K:
Exhibit No. Description 99.1 Press Release, datedDecember 13, 2021 . 99.2 Investor Presentation, datedDecember 13, 2021 . 99.3 Investor Call Script, datedDecember 13, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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