Item 7.01 Regulation FD Disclosure.
On September 30, 2020, Oaktree Acquisition Corp., a Cayman Islands exempted
company ("OAC"), entered into an Agreement and Plan of Merger (as it may be
amended, supplemented or otherwise modified from time to time, the "Merger
Agreement"), by and among OAC, Rx Merger Sub, Inc., a Delaware corporation, and
Hims, Inc., a Delaware corporation ("Hims"). The transactions contemplated by
the Merger Agreement are referred to herein as the "Business Combination."
On November 24, 2020, Hims announced that Ms. Lynne Chou O'Keefe and Mr. David
Wells have been appointed to the board of directors of Hims. A copy of the
announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. It
is expected that Ms. O'Keefe and Mr. Wells will continue to serve on the board
of directors of the combined company following the consummation of the Business
Combination.
Additional Information and Where to Find It
OAC has filed with the Securities and Exchange Commission (the "SEC") a
Registration Statement on Form S-4 containing a proxy statement/prospectus
relating to the Business Combination, which will be mailed to its shareholders
once definitive. This Current Report on Form 8-K does not contain all the
information that should be considered concerning the Business Combination and is
not intended to form the basis of any investment decision or any other decision
in respect of the Business Combination. OAC's shareholders and other interested
persons are advised to read the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus and other
documents filed in connection with the Business Combination, when available, as
these materials will contain important information about OAC, Hims and the
Business Combination. When available, the definitive proxy statement/prospectus
and other relevant materials for the proposed Business Combination will be
mailed to shareholders of OAC as of a record date to be established for voting
on the Business Combination. Shareholders of OAC will also be able to obtain
copies of the preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC, without charge,
once available, at the SEC's website at www.sec.gov, or by directing a written
request to: Oaktree Acquisition Corp., 333 South Grand Avenue, 28th Floor, Los
Angeles, California 90071.
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 OAC's annual report on
Form 10-K for the fiscal year ended December 31, 2019, which was filed with the
SEC and is available free of charge at the SEC's web site at www.sec.gov, or by
directing a request to Oaktree Acquisition Corp., 333 South Grand Avenue, 28th
Floor, Los Angeles, California 90071. Additional information regarding the
interests of such participants is contained in the proxy statement/prospectus
for the Business Combination.
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 preliminary proxy statement/prospectus
for the Business Combination and the amendments thereto.
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.
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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, Rx Merger Sub, Inc. and Hims; (2) the outcome of any legal
proceedings that may be instituted against OAC, Hims, the combined company or
others following the announcement of the Business Combination; (3) the inability
to complete the Business Combination due to the failure to obtain approval of
the shareholders of OAC or to satisfy other conditions to closing, including the
satisfaction of the minimum trust account amount following any redemptions;
(4) changes to the proposed structure of the Business Combination that may be
required or appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the Business Combination; (5) the
ability to meet stock exchange listing standards at or following the
consummation of the Business Combination; (6) the risk that the Business
Combination disrupts current plans and operations of Hims as a result of the
announcement and consummation of the Business Combination; (7) the ability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain relationships with
customers and suppliers and retain its management and key employees; (8) costs
related to the Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that Hims or the combined company may be
adversely affected by other economic, business, and/or competitive factors;
(11) the limited operating history of Hims; (12) the Hims business is subject to
significant governmental regulation; (13) the Hims business may not successfully
expand into other markets, including womens' health and (14) other risks and
uncertainties set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in OAC's Annual Report on
Form 10-K for the fiscal year ended December 31, 2019, and which are set forth
in the Registration Statement on Form S-4 to filed by OAC with the SEC in
connection with the Business Combination.
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
This communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction pursuant to the
Business Combination or otherwise, nor shall there be any sale, issuance or
transfer or securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Announcement, dated November 24, 2020--------------------------------------------------------------------------------
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