Item 8.01 Other Events
As previously disclosed, on
The completion of the Merger is conditioned upon expiration or termination of
any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the"HSR Act"), relating to the consummation of the
Merger. The applicable waiting period under the HSR Act expired at
The completion of the Merger remains subject to other customary closing conditions, including the receipt of the required approvals from Kimball shareholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description of Exhibit 104 Cover Page interactive data file (embedded within the Inline XBRL document) * * * FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which involve inherent risks and uncertainties. Any statements about HNI's, Kimball's or the combined company's plans, objectives, expectations, strategies, beliefs, or future performance or events constitute forward-looking statements. Such statements are identified as those that include words or phrases such as "believes," "expects," "anticipates," "plans," "trend," "objective," "continue," or similar expressions or future or conditional verbs such as "will," "would," "should," "could," "might," "may," or similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction between HNI and Kimball (the "Transaction"), including future financial and operating results, the combined company's plans, objectives, expectations and intentions, and other statements that are not historical facts.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those projected. In addition to
factors previously disclosed in HNI's and Kimball's reports filed with the
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change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between HNI and Kimball; the outcome of any legal proceedings that may be instituted against HNI or Kimball; the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which HNI and Kimball operate; the ability to promptly and effectively integrate the businesses of HNI and Kimball; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of HNI's or Kimball's customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by HNI's issuance of additional shares of its capital stock in connection with the Transaction; the diversion of management's attention and time from ongoing business operations and opportunities on merger-related matters; and the impact of the global COVID-19 pandemic on HNI's or Kimball's businesses, the ability to complete the Transaction or any of the other foregoing risks.
These factors are not necessarily all of the factors that could cause HNI's, Kimball's or the combined company's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other unknown or unpredictable factors also could harm HNI's, Kimball's or the combined company's results.
All forward-looking statements attributable to HNI, Kimball, or the combined
company, or persons acting on HNI's or Kimball's behalf, are expressly qualified
in their entirety by the cautionary statements set forth above. Forward-looking
statements speak only as of the date they are made and HNI and Kimball do not
undertake or assume any obligation to update publicly any of these statements to
reflect actual results, new information or future events, changes in
assumptions, or changes in other factors affecting forward-looking statements,
except to the extent required by applicable law. If HNI or Kimball update one or
more forward-looking statements, no inference should be drawn that HNI or
Kimball will make additional updates with respect to those or other
forward-looking statements. Further information regarding HNI, Kimball and
factors which could affect the forward-looking statements contained herein can
be found in HNI's Annual Report on Form 10-K, its Quarterly Reports on Form
10-Q, and its other filings with the
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is not an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor the solicitation of any vote or approval in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
ADDITIONAL INFORMATION ABOUT THE TRANSACTION AND WHERE TO FIND IT
In connection with the Transaction, HNI filed with the
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also constitutes a prospectus of HNI. The information in the joint proxy statement/prospectus is not complete and may be changed. The definitive joint proxy statement/prospectus will be sent to the shareholders of Kimball seeking their approval of the Transaction and other related matters.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTION OR INCORPORATED BY REFERENCE INTO THE JOINT PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING HNI, KIMBALL, THE TRANSACTION AND RELATED MATTERS.
Investors and security holders may obtain free copies of these documents and
other documents filed with the
PARTICIPANTS IN THE SOLICITATION
HNI, Kimball, and certain of their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the
shareholders of Kimball in connection with the Transaction under the rules of
the
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