Item 7.01 Regulation FD Disclosure.
As previously disclosed, Legato Merger Corp., a Delaware corporation ("Legato")
entered into an Agreement and Plan of Merger on May 24, 2021 ("Merger
Agreement") with 1295908 B.C. Ltd., a British Columbia corporation ("Algoma")
and Algoma Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned
subsidiary of Algoma ("Merger Sub").
On June 17, 2021, Algoma issued a press release announcing its audited results
for the year ended March 31, 2021. The press release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Attached as Exhibit 99.2 hereto is an updated form of investor presentation
which may be used by Legato and Algoma in presentations regarding the proposed
The information set forth under this Item 7.01 is intended to be furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended ("Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended ("Securities Act") or
the Exchange Act, except as expressly set forth by specific reference in such
Cautionary Note Regarding Forward Looking Statements
Neither Legato, Algoma nor any of their respective affiliates makes any
representation or warranty as to the accuracy or completeness of the information
contained in this Current Report on Form 8-K. This Current Report on Form 8-K is
not intended to be all-inclusive or to contain all the information that a person
may desire in considering the proposed Transactions discussed herein. It is not
intended to form the basis of any investment decision or any other decision in
respect of the proposed Transactions.
This Current Report on Form 8-K and the exhibits furnished herewith include
"forward-looking statements" within the meaning of the federal securities laws
with respect to the proposed transactions between Legato and Algoma, including
statements regarding the benefits of the transaction, the anticipated timing of
the Transactions, the business of Algoma and the markets in which it operates.
Legato's and Algoma's actual results may differ from its expectations, estimates
and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements
generally are identified by the words "aspire," "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may," "will," "will be,"
"will continue," "will likely result," "could," "should," "believe(s),"
"predicts," "potential," "continue," "future," "opportunity," "strategy," and
similar expressions are intended to identify such forward-looking statements.
These forward-looking statements include, without limitation, Legato's and
Algoma's expectations with respect to future performance and anticipated
financial impacts of the proposed Transactions.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Legato's and Algoma's control and are
difficult to predict. Factors that may cause such differences include, but are
not limited to: the risk that the benefits of the Merger may not be realized;
the risk that the Merger may not be completed in a timely manner or at all,
which may adversely affect the price of Legato's securities; the failure to
satisfy the conditions to the consummation of the Merger, including the failure
of Legato's stockholders to approve and adopt the Merger Agreement or the
failure of Legato to satisfy the Minimum Cash Condition following redemptions by
its stockholders; the inability to complete the PIPE; the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement; the outcome of any legal proceedings that may be initiated
following announcement of the Merger; the combined company's continued listing
on Nasdaq and application to list on the TSX after closing of the proposed
business combination; the risk that the proposed transaction disrupts current
plans and operations of Algoma as a result of the announcement and consummation
of the Merger; costs related to the Merger; changes in applicable laws or
regulations; the possibility that the combined company may be adversely affected
by other economic, business, and/or competitive factors; the impact of COVID-19
or other adverse public health developments; and other risks and uncertainties
that will be detailed in the Proxy Statement/Prospectus (as defined below) and
as indicated from time to time in Legato's filings with the SEC. These filings
identify and address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained in the
Legato and Algoma caution that the foregoing list of factors is not exclusive.
Legato and Algoma caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Neither Legato
nor Algoma undertake or accept any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or circumstances on
which any such statement is based.
Additional Information and Where to Find It
This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the transaction
and does not constitute an offer to sell, buy, or exchange or the solicitation
of an offer to sell, buy, or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or
exchange of securities or solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.
In connection with the proposed transaction between Algoma and Legato, Algoma
will file with the SEC a registration statement on Form F-4 which will include
Algoma's prospectus as well as Legato's proxy statement (the "Proxy
Statement/Prospectus"). Legato plans to mail the definitive Proxy
Statement/Prospectus to its stockholders in connection with the transaction.
INVESTORS AND SECURITYHOLDERS OF LEGATO ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ALGOMA, LEGATO, THE TRANSACTION AND RELATED MATTERS. Investors
and securityholders will be able to obtain free copies of the Proxy
Statement/Prospectus (when available) and other documents filed with the SEC by
Algoma and Legato through the website maintained by the SEC at www.sec.gov. In
addition, investors and securityholders will be able to obtain free copies of
the documents filed with the SEC on Legato's website at https://legatomerger.com
or by directing a written request to Legato at 777 Third Avenue, 37th Floor, New
York, NY 10017 or by contacting Algoma at 705.206.1022 or
Participants in the Solicitation
Legato, Algoma and certain of their respective directors, executive officers,
and employees may be considered to be participants in the solicitation of
proxies in connection with the transaction. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of Legato in connection with the transaction, including a
description of their respective direct and indirect interests, by security
holdings or otherwise, will be included in the Proxy Statement/Prospectus
described above when it is filed with the SEC. Additional information regarding
Legato's directors and executive officers can also be found in Legato's final
prospectus dated January 19, 2021 and filed with the SEC on January 21, 2021.
These documents are available free of charge as described above.
Item 9.01 Financial Statements and Exhibits.
99.1 Algoma Press Release dated June 17, 2021.
99.2 Investor Presentation.
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