Item 1.01 Entry into Material definitive Agreements.
Waiver Agreement
As previously disclosed, on
On
Termination Agreement
As previously disclosed, on
The foregoing descriptions of the Waiver and Termination Agreement are not complete and are subject to and qualified in their entirety by reference to the Waiver and the Termination Agreement, respectively. Copies of the Waiver and Termination Agreement are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and the terms of which are incorporated by reference herein.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among Purchaser Parties and MMV and the transactions contemplated thereby, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties include, but are not limited to: (i) risks related
to the expected timing and likelihood of completion of the pending transaction,
including the risk that the transaction may not close due to one or more closing
conditions to the transaction not being satisfied or waived, such as regulatory
approvals not being obtained, on a timely basis or otherwise, or that a
governmental entity prohibited, delayed or refused to grant approval for the
consummation of the transaction or required certain conditions, limitations or
restrictions in connection with such approvals; (ii) risks related to the
ability of Parent and MMV to successfully integrate the businesses; (iii) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the applicable transaction agreements; (iv) the risk that
there may be a material adverse change with respect to the financial position,
performance, operations or prospects of MMV or Parent; (v) risks related to
disruption of management time from ongoing business operations due to the
proposed transaction; (vi) the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price of Parent's
securities; (vii) the risk that the proposed transaction and its announcement
could have an adverse effect on the ability of MMV and Parent to retain
customers and retain and hire key personnel and maintain relationships with
their suppliers and customers and on their operating results and businesses
generally; (viii) the risk that the combined company may be unable to achieve
cost-cutting synergies or it may take longer than expected to achieve those
synergies; and (ix) risks associated with the financing of the proposed
transaction. A further list and description of risks and uncertainties can be
found in Parent's prospectus/proxy statement filed with the
Additional Information and Where to Find It
In connection with the transaction described herein, Purchaser has filed with
the
Investors and security holders may obtain free copies of the proxy
statement/prospectus (if and when available) and other documents that are filed
or will be filed with the
Participants in Solicitation
Purchaser Parties, MMV, certain shareholders of Parent, and their respective
directors, executive officers and employees and other persons may be deemed to
be participants in the solicitation of proxies from the holders of Parent's
ordinary shares in respect of the proposed transactions. Information about
Parent's directors and executive officers and their ownership of Parent's
ordinary shares is set forth in Parent's Annual Report on Form 10-K for the year
ended
No Offer or Solicitation
This Current Report on Form 8-K is not intended to, and shall not, constitute an
offer to sell or buy any securities or a solicitation of any vote or approval
and is not a substitute for the proxy statement/prospectus or any other document
Purchaser or Parent may file with the
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit No. Description 10.1 Waiver Agreement dated as ofDecember 16, 2022 10.2 Termination Agreement dated as ofDecember 16, 2022 104 Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)
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