Item 8.01 Other Events.
As previously disclosed, on March 7, 2022, Mandiant, Inc. ("Mandiant") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Google LLC
("Google") and Dupin Inc., a wholly owned subsidiary of Google ("Merger Sub"),
providing for the merger of Merger Sub with and into Mandiant (the "Merger"),
with Mandiant surviving the Merger as a wholly owned subsidiary of Google.
Capitalized terms not otherwise defined have the meaning set forth in the Merger
Agreement.
The consummation of the Merger is subject to the satisfaction or waiver of
certain closing conditions, including the expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act").
On March 21, 2022, Mandiant and Google filed the Notification and Report Forms
required under the HSR Act with the Department of Justice (the "DOJ") and the
Federal Trade Commission. On April 20, 2022, Mandiant and Google each received a
request for additional information (together, the "Second Request") from the DOJ
in connection with the DOJ's review of the Merger. The issuance of the Second
Request extends the waiting period under the HSR Act until 30 days after both
Mandiant and Google have substantially complied with the Second Request, unless
the waiting period is terminated earlier by the DOJ or extended by agreement of
Mandiant and Google.
Mandiant and Google expect to promptly respond to the Second Request and to
continue working cooperatively with the DOJ as it conducts its review of the
Merger. Mandiant and Google currently expect the closing of the Merger to occur
in 2022.
Additional Information and Where to Find It
On March 31, 2022, Mandiant, Inc. ("Mandiant") filed a preliminary proxy
statement in connection with its Special Meeting of Stockholders (the "Special
Meeting"). Prior to the Special Meeting, Mandiant will furnish a definitive
proxy statement to its stockholders, together with a WHITE proxy card.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the names, affiliations and interests of individuals who
are participants in the solicitation of proxies of Mandiant's stockholders is
available in Mandiant's preliminary proxy statement.
Stockholders may obtain, free of charge, Mandiant's proxy statement (in both
preliminary and definitive form), any amendments or supplements thereto and any
other relevant documents filed by Mandiant with the Securities and Exchange
Commission (the "SEC") in connection with the Special Meeting at the SEC's
website (http://www.sec.gov). Copies of Mandiant's definitive 2022 proxy
statement, any amendments or supplements thereto and any other relevant
documents filed by Mandiant with the SEC in connection with the Special Meeting
will also be available, free of charge, at Mandiant's investor relations website
(https://investors.mandiant.com) or by contacting Mandiant's Investor Relations
at investor.relations@mandiant.com.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and
uncertainties, including statements regarding: the Merger, including the
expected timing of the closing of the Merger. If any of these risks or
uncertainties materialize, or if any of Mandiant's assumptions prove incorrect,
Mandiant's actual results could differ materially from the results expressed or
implied by these forward-looking statements. Additional risks and uncertainties
include those associated with: the possibility that the conditions to the
closing of the Merger are not satisfied, including the risk that required
approvals from Mandiant's stockholders for the Merger or required regulatory
approvals to consummate the Merger are not obtained; potential litigation
relating to the Merger; uncertainties as to the timing of the consummation of
the Merger; the ability of each party to consummate the Merger; possible
disruption related to the Merger to Mandiant's current plans and operations,
including through the loss of customers and employees; and other risks and
uncertainties detailed in the periodic reports that Mandiant files with the SEC,
including Mandiant's Annual Report on Form 10-K filed with the SEC on March 1,
2022, each of which may be obtained on the investor relations section of
Mandiant's website (https://investors.mandiant.com). All forward-looking
statements in this communication are based on information available to Mandiant
as of the date of this communication, and Mandiant does not assume any
obligation to update the forward-looking statements provided to reflect events
that occur or circumstances that exist after the date on which they were made,
except as required by law.
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