Item 1.01. Entry into a Material Definitive Agreement.
On
Rule 2.7 Announcement
Under the terms of the Scheme, Meggitt shareholders will be entitled to receive
The Acquisition is conditional on, among other things, (1) approval of the
Scheme by Meggitt's shareholders, and (2) receipt of certain regulatory
approvals. The full terms and conditions of the Acquisition are set forth in
full in the Rule 2.7 Announcement. The Offer is subject to termination if not
completed within 18 months (or such later date as the Company and Meggitt might
agree with the consent of the
The foregoing summary of the Rule 2.7 Announcement is subject to, and qualified in its entirety by, the text of the Rule 2.7 Announcement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
Parker reserves the right, subject to the prior consent of the Panel, to elect to implement the Acquisition by way of a takeover offer (as such term is defined in Chapter 3 of Part 9 of the Act).
Cooperation Agreement
Under a cooperation agreement, dated
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The foregoing summary of the Cooperation Agreement is subject to, and qualified in its entirety by, the text of the Cooperation Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Bridge Loan Facility
The Code imposes what are commonly called "certain funds" requirements on
transactions such as the Acquisition. Accordingly, the Company,
Subject to the conditions in the Bridge Credit Agreement, the Commitments may be reduced by proceeds of certain equity offerings of the Company and certain additional indebtedness that may be incurred by the Company to finance the Acquisition. The availability of the borrowings under the Bridge Facility are subject to the satisfaction of certain customary conditions for financings of this nature and the Bridge Credit Agreement contains customary representations and warranties, events of default and covenants for transactions of this type.
To the extent borrowings are made under the Bridge Facility, loans made in Sterling would bear interest at a rate per annum based on Daily Simple Sonia plus a margin which is dependent both on the Company's long-term unsecured debt rating and the length of time since the date the loan was made. Any borrowings made under the Bridge Facility would mature 364 days from the initial funding date. The funding of Commitments under the Bridge would not occur until the closing of the Combination.
Certain of the banks and financial institutions that are parties to the Bridge Facility and their respective affiliates have in the past provided, are currently providing and in the future may continue to provide investment banking, commercial banking and other financial services to Parker and its subsidiaries in the ordinary course of business for which they have received and will receive customary compensation. In the ordinary course of business, such banks and financial institutions and their respective affiliates may participate in loans and actively trade the equity securities of Parker for their own account or for the accounts of customers and, accordingly, such banks and financial institutions and their respective affiliates may at any time hold long or short positions in such securities.
The foregoing summary of the Bridge Credit Agreement is subject to, and qualified in its entirety by, the text of the Bridge Credit Agreement, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The description of the Bridge Loan Facility set forth in Item 1.01 above, and the related Exhibit 10.2, are hereby incorporated by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 2.1 Rule 2.7 Announcement, datedAugust 2, 2021 10.1 Cooperation Agreement, datedAugust 2, 2021 , by and betweenParker-Hannifin Corporation and Meggitt plc 10.2 Bridge Credit Agreement, datedAugust 2, 2021 , by and between the Company,Citibank, N.A ., as administrative agent, and certain financial institution parties thereto 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Further Information; No Offer or Solicitation
This communication is not intended to and does not constitute or form part of an offer to sell or subscribe for or the solicitation of an offer to buy or subscribe for, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, sale, issuance or transfer would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. It is intended that the Acquisition will be implemented by way of the Scheme. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information provided pursuant to the Scheme.
Cautionary Note Regarding Forward-Looking Statements
Forward-looking statements contained in this and other written and oral reports are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. Often but not always, these statements may be identified from the use of forward-looking terminology such as "anticipates," "believes," "may," "should," "could," "potential," "continues," "plans," "forecasts," "estimates," "projects," "predicts," "would," "intends," "expects," "targets," "is likely," "will," or the negative of these terms and similar expressions, and include all statements regarding future performance, earnings projections, events or developments. Neither the Company nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. The Company cautions readers not to place undue reliance on these statements. It is possible that the future performance and earnings projections of the
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Company, including its individual segments, may differ materially from past
performance or current expectations, depending on economic conditions within its
mobile, industrial and aerospace markets, and the Company's ability to maintain
and achieve anticipated benefits associated with announced realignment
activities, strategic initiatives to improve operating margins, actions taken to
combat the effects of the current economic environment, and growth, innovation
and global diversification initiatives. Additionally, the actual impact of
changes in tax laws in
The risks and uncertainties in connection with such forward-looking statements
related to the proposed Acquisition include, but are not limited to, the
occurrence of any event, change or other circumstances that could delay the
closing of the proposed Acquisition; the possibility of nonconsummation of the
proposed Acquisition; the failure to satisfy any of the conditions to the
proposed Acquisition (including the satisfaction of the conditions detailed in
the Rule 2.7 Announcement); the possibility that a governmental entity may
prohibit the consummation of the proposed Acquisition or may delay or refuse to
grant a necessary regulatory approval in connection with the proposed
Acquisition, or that in order for the parties to obtain any such regulatory
approvals, conditions are imposed that adversely affect the anticipated benefits
from the proposed Acquisition or cause the parties to abandon the proposed
Acquisition; adverse effects on Parker's common stock because of the failure to
complete the proposed Acquisition; Parker's business experiencing disruptions
due to Acquisition-related uncertainty or other factors making it more difficult
to maintain relationships with employees, business partners or governmental
entities; the possibility that the expected synergies and value creation from
the proposed Acquisition will not be realized or will not be realized within the
expected time period; the parties being unable to successfully implement
integration strategies; and significant transaction costs related to the
proposed Acquisition. Readers should consider these forward-looking statements
in light of risk factors discussed in Parker's Annual Report on Form 10-K for
the fiscal year ended
Among other factors which may affect future performance are: the impact of the
global outbreak of COVID-19 and governmental and other actions taken in
response; changes in business relationships with and purchases by or from major
customers, suppliers or distributors, including delays or cancellations in
shipments; disputes regarding contract terms or significant changes in financial
condition, changes in contract cost and revenue estimates for new development
programs and changes in product mix; ability to identify acceptable strategic
acquisition targets; uncertainties surrounding timing, successful completion or
integration of acquisitions and similar transactions, including the integration
of
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care benefits; legal and regulatory developments and changes; compliance costs
associated with environmental laws and regulations; potential labor disruptions;
threats associated with and efforts to combat terrorism and cyber-security
risks; uncertainties surrounding the ultimate resolution of outstanding legal
proceedings, including the outcome of any appeals; global competitive market
conditions, including global reactions to
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