LEGG MASON, INC. Item 8.01 Other Items.
On
As previously announced, pursuant to that certain Agreement and Plan of Merger
(the "Merger Agreement"), dated as of
On
A copy of the joint press release is included as Exhibit 99.1 hereto.
Forward-Looking Statements
Statements in this Form 8-K and the exhibits attached hereto and incorporated by
reference herein that are not historical facts are "forward-looking statements"
within the meaning of the
Various forward-looking statements in this Form 8-K and the exhibits attached
hereto and incorporated by reference herein relate to the acquisition by
Forward-looking statements involve a number of known and unknown risks,
uncertainties and other important factors, some of which are listed below, that
could cause actual results and outcomes to differ materially from any future
results or outcomes expressed or implied by such forward-looking statements.
Important transaction-related and other risk factors that may cause such
differences include: (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement;
(ii) anticipated benefits of the transaction, including the realization of
revenue, accretion, financial benefits or returns and expense and other
synergies, may not be fully realized or may take longer to realize than
expected; and (iii)
Other important factors that may affect our business or the combined business'
future operating results, include, but are not limited to: (i) our business
operations are subject to adverse effects from the outbreak and spread of
contagious diseases such as COVID-19, and we expect such adverse effects to
continue, (ii) volatility and disruption of the capital and credit markets, and
adverse changes in the global economy, may significantly affect our results of
operations and may put pressure on our financial results; (iii) the amount and
mix of assets under management ("AUM") are subject to significant fluctuations;
(iv) the significant risk of asset volatility from changes in the global
financial, equity, debt and commodity markets; (v) our funds are subject to
liquidity risks or an unanticipated large number of redemptions; (vi) harm to
our or
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to perform operational tasks properly or the misrepresentation of our services
and products resulting, without limitation, in the termination of investment
management agreements representing a significant portion of our AUM, could have
an adverse effect on our revenue and income, (xii) dependence on key personnel
could negatively affect financial performance; (xiii) the businesses are subject
to extensive, complex, and frequently changing rules, regulations, policies, and
legal interpretations; (xiv) our contractual obligations may subject us to
indemnification costs and liability to third parties; (xv) any significant
limitation, failure or security breach of information and cyber security
infrastructure, software applications, technology or other systems that are
critical to operations could disrupt the businesses and harm operations and
reputation; and (xvi) regulatory and governmental examinations and/or
investigations, litigation and the legal risks associated with the businesses,
could adversely impact AUM, increase costs and negatively impact profitability
and/or our future financial results. For a detailed discussion of other risk
factors, please refer to the risks, uncertainties and factors described in Legg
Mason's and
Any forward-looking statement made in this Form 8-K and the exhibits attached
hereto and incorporated by reference herein speaks only as of the date on which
it is made. Factors or events that could cause actual results to differ may
emerge from time to time, and it is not possible for us to predict all of them.
Legg Mason and
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits listed on the Exhibit Index are incorporated herein by reference.
Exhibit Index
Exhibit
No. Description
99.1 Joint Press Release, dated July 17, 2020 issued by Legg Mason,
Inc. and Franklin Resources, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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