ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
HIT owns, among other things, 100% of a timber processing and pallet production
facility in
The Company, Mercer Sub and the Seller have each made customary representations,
warranties and covenants under the Purchase Agreement, including covenants of
the Seller regarding the elimination of existing indebtedness and the
pre-closing operation of the business of HIT. Pursuant to the Purchase
Agreement, the completion of the Transaction is subject to customary closing
conditions, including the receipt of applicable merger control clearances for
the Transaction under the merger control laws of
The Company currently expects that closing of the Transaction will occur in the third or early fourth quarter of 2022.
The foregoing description of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Purchase Agreement attached hereto as Exhibit 2.1, which is incorporated herein by reference.
ITEM 7.01 REGULATION F-D DISCLOSURE.
On
Forward-Looking Statements
This Current Report on Form 8-K contains "forward looking statements" within the
meaning of federal securities laws and is intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform
Act of 1995. "Forward looking statements" generally can be identified by the use
of forward looking terminology such as "assumptions", "expects", "anticipates",
"projects", "intends", "designed", "will", "believes", "estimates", "may",
"could", "plans" (or the negative of other derivatives of each of these terms)
or similar terminology and involve unknown risks and uncertainties which may
cause the Company's actual results in future periods to differ materially from
forecasted results. The "forward looking statements" include, without
limitation, statements regarding the expected completion of the Transaction,
expectations regarding the impact of the Transaction on the Company's earnings,
the Company's ability to integrate HIT and its operations with the Company's
existing business and realize upon potential synergies and capital upgrade
opportunities. Among those factors which could cause actual results to differ
materially are the following: uncertainties as to the timing of completion of
the transaction, the Company's ability to obtain required consents and approvals
in connection with the Transaction, the Company may not realize all or any of
the expected synergies, HIT may not be integrated successfully with the
Company's business or such integration may be more difficult, time-consuming or
costly than expected, the highly cyclical nature of the Company's business, raw
material costs, the Company's level of indebtedness, competition, foreign
exchange and interest rate fluctuations, the Company's use of derivatives,
expenditures for capital projects, environmental regulation and compliance,
disruptions to the Company's production, market conditions and other risk
factors listed from time to time in the Company's Annual Report on Form 10-K and
other periodic reports filed with the
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits Exhibit No. Description 2.1 Purchase and Sale Agreement, datedJuly 22, 2022 , betweenMercer International Inc. , Mainsee 1434.VV GmbH and Wood Intermediate S.à r.l. 99.1 Press release datedJuly 22, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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