TIFFANY & CO. Item 7.01 Regulation FD Disclosure.
On
As previously announced, on
The information in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 Regulation FD Disclosure. In accordance with General Instruction B.2 of Form 8-K, the information in this report shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly stated by specific reference in such filing.
Forward-Looking Statements:
Certain statements in this communication including, without limitation, statements relating to the pending Merger and conditions to closing of the pending Merger, may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the Merger and about the future plans, assumptions and expectations for Registrant's business and its results. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "may," "will," or other similar expressions may identify such forward-looking statements.
These and other forward-looking statements are not guarantees of future results
and are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those discussed in forward-looking statements,
including, as a result of factors, risks and uncertainties over which we have no
control. The inclusion of such statements should not be regarded as a
representation that any plans, estimates or expectations will be achieved. You
should not place undue reliance on such statements. Important factors, risks and
uncertainties that could cause actual results to differ materially from such
plans, estimates or expectations include, but are not limited to, the following:
(i) conditions to the completion of the Merger may not be satisfied or the
regulatory approvals required for the Merger may not be obtained, in each case,
on the terms expected or on the anticipated schedule; (ii) the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement or affect the ability of the parties to recognize the
benefits of the Merger; (iii) the effect of the announcement or pendency of the
Merger on Registrant's business relationships, operating results, and business
generally; (iv) risks that the Merger disrupts Registrant's current plans and
operations and potential difficulties in Registrant's employee retention;
(v) risks that the Merger may divert management's attention from Registrant's
ongoing business operations; (vi) potential litigation that may be instituted
against Registrant or its directors or officers related to the Merger or the
Merger Agreement and any adverse outcome of any such potential litigation;
(vii) the amount and timing of the costs, fees, expenses and other charges
related to the Merger, including in the event of any unexpected delays and in
light of the pending Merger-related litigation; (viii) other risks to
consummation of the Merger, including the risk that the Merger will not be
consummated within the expected time period, or at all, which may affect
Registrant's business and the price of the common stock of Registrant; (ix) any
adverse effects on Registrant by other general industry, economic, business
and/or competitive factors; (x) the COVID-19 pandemic, including the duration
and scope thereof, the availability of a vaccine or cure that mitigates the
effect of the virus, the potential for additional waves of outbreaks and changes
in financial, business, travel and tourism, consumer discretionary spending and
other general consumer behaviors, political, public health and other conditions,
circumstances, requirements and practices resulting therefrom; (xi) protest
activity in the
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results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Registrant's financial condition, results of operations, credit rating, liquidity or stock price. In addition, there can be no assurance that the Merger will be completed, or if it is completed, that it will close in the timeframe previously anticipated, or that the expected benefits of the Merger will be realized.
Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. Registrant does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by Registrant or any other person that the events or circumstances described in such statement are material.
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