LEGO MERG Item 7.01 Regulation FD Disclosure.
As previously disclosed,
On
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 business combination.
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 filing.
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
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
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
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit Description 99.1 Algoma Press Release datedJune 17, 2021 . 99.2 Investor Presentation.
© Edgar Online, source
