HIMS & HERS HEALTH, INC. Item 8.01 Other Events
Supplemental Disclosures to Proxy Statement
As previously disclosed, on
On
While OAC believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, in order to moot the purported shareholders' disclosure claims in the Shareholder Letters, to avoid nuisance, cost and distraction, and to preclude any efforts to delay the closing of the Business Combination, OAC has determined to voluntarily supplement the Proxy Statement with the supplemental disclosures set forth below (the "Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, OAC specifically denies all allegations in the Shareholder Letters that any additional disclosure was or is required. OAC believes the Shareholder Letters are without merit.
The following supplemental information should be read in conjunction with the Proxy Statement, which should be read in its entirety. All page references are to pages in the Proxy Statement, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement. Underlined text shows text being added to a referenced disclosure in the Proxy Statement.
The following disclosure replaces the fourth paragraph under the heading "Background to the Business Combination" on page 112 of the Proxy Statement.
In the process that led to identifying Hims as an attractive investment opportunity, OAC's management team evaluated over 300 potential business combination targets, entered into non-disclosure agreements with approximately 40 potential business combination targets (other than Hims), and submitted non-binding indications of interest or letters of intent with respect to 12 potential business combination targets (other than Hims). Such non-disclosure agreements contained customary terms for a special purpose acquisition company and a private company target, including confidentiality provisions and use restrictions for information provided by the target and exceptions to such provisions.
The following disclosure replaces the fifth paragraph under the heading "Background to the Business Combination" on page 114 of the Proxy Statement.
From and after
The following disclosure replaces the first paragraph under the heading "Background to the Business Combination" on page 116 of the Proxy Statement.
On
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terms of the proposed final definitive documentation. Messrs. McCaney, Taubman,
and Pardesi led a question and answer discussion and walked the OAC Board
through certain specific deal terms. The OAC Board noted that it was not
obtaining a third-party valuation or fairness opinion in connection with their
determination to approve the Business Combination, but because its officers and
directors had substantial experience in evaluating the operating and financial
merits of companies from a wide range of industries, the OAC Board concluded
that their experience and backgrounds enabled them to make the necessary
analyses and determinations regarding the Business Combination. The OAC Board
also concluded that Hims has a fair market value equal to at least 80% of the
balance in the trust account (less any deferred underwriting commissions and
taxes payable on interest earned), and would have such fair market value at the
time of OAC's signing of a definitive agreement for the Business Combination,
and thus determined that this test was met in connection with the proposed
Business Combination. The OAC Board also reviewed proposed resolutions which
would be adopted by the OAC Board in order to approve the entry into the Merger
Agreement and related transactions. The OAC Board determined, based on the
factors cited in "The OAC Board's Reasons for the Business Combination," that it
was in the best interests of OAC to proceed with executing a transaction on the
terms discussed and based on the documents reviewed, and authorized OAC's
officers to finalize the documentation. In connection with the consummation of
the Business Combination,
As previously announced, the extraordinary general meeting (the "General
Meeting") of the shareholders of
The General Meeting will be accessible by dialing +1 (833) 495-0910 (toll
free-
All information about the General Meeting, including the definitive proxy statement, is available at https://www.cstproxy.com/oaktreeacquisitioncorp/2021.
Additional Information
OAC has filed with the
Participants in the Solicitation
OAC and its directors and executive officers may be deemed participants in the
solicitation of proxies from OAC's shareholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in OAC is contained in the definitive proxy
statement, which was filed with the
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Hims and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of OAC in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed business combination is included in the definitive proxy statement for the Business Combination.
Forward Looking Statements
Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or OAC's or Hims's future financial or operating performance. For example, statements about the expected timing of the completion of the Business Combination, the benefits of the Business Combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of Hims are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and assumptions that,
while considered reasonable by OAC and its management, and Hims and its
management, as the case may be, are inherently uncertain. Factors that may cause
actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances
that could give rise to the termination of the Agreement and Plan of Merger (as
it may be amended, supplemented or otherwise modified from time to time), by and
among OAC,
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither OAC nor Hims undertakes any duty to update these forward-looking statements.
Disclaimer . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press release, dated January 12, 2021 .
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