TRINSEO PLC Item 1.01 Entry into a Material Definitive Agreement.
Share Purchase Agreement and Warranty Agreement
On
Pursuant to the SPA, the Company has agreed to acquire the Business for an
initial purchase price of
The parties' obligations to complete the Acquisition under the SPA are subject
to the absence of a Material Adverse Change (as defined in the SPA) having
occurred before
The foregoing description of the Transaction Documents is only a summary, does
not purport to be complete and is subject to, and qualified in its entirety by
reference to, the full text of the SPA, which is attached as Exhibit 2.1 and the
full text of the Warranty Agreement, which is attached as Exhibit 10.1 to this
report and incorporated by reference herein. The Transaction Documents and the
above description have been included to provide investors and security holders
with information regarding the terms of the Transaction Documents. They are not
intended to provide any other factual information about the Company, or its
subsidiaries or affiliates or equityholders. The representations, warranties and
covenants contained in the Transaction Documents were and will be made only for
purposes of that agreement and as of specific dates; were solely for the benefit
of the parties to the Transaction Documents; and may be subject to limitations
agreed upon by the parties, including being qualified by confidential
disclosures made by each contracting party to the other for the purposes of
allocating contractual risk between them that differ from those applicable to
investors. Investors should be aware that the representations, warranties and
covenants or any description thereof may not reflect the actual state of facts
or condition of the Company or its subsidiaries, affiliates, businesses, or
equityholders. Moreover, information concerning the subject matter of the
representations, warranties, and covenants may change after the date of the
Transaction Documents, which subsequent information may or may not be fully
reflected in public disclosures by the Company. Accordingly, investors should
read the representations and warranties of the Company and its subsidiaries in
the Transaction Documents not in isolation, but only in conjunction with the
other information that the Company includes in reports, statements and other
filings made with the
Forward-Looking Statements
This communication may contain "forward-looking statements" including, without
limitation, statements concerning plans, expectations, underlying assumptions
and timing relating to the Acquisition, and other statements, which are not
statements of historical facts. Forward-looking statements may be identified by
the use of words like "expect," "estimate," "will," "may," or expressions of
similar meaning. Forward-looking statements reflect management's evaluation of
information currently available and are based on the Company's current
expectations and assumptions about the Acquisition. Specific factors that could
cause future results to differ from those expressed by the forward-looking
statements include, but are not limited to, risks related to the occurrence of
any event, change or other circumstances that could give rise to the termination
of or failure to complete the Acquisition or the agreements and transactions
contemplated thereby; the failure of the Company to meet the conditions to
closing of the Acquisition, including those conditions related to antitrust,
works council and other regulatory approvals; the failure to obtain the
financing necessary, at terms acceptable to the Company to fund the Acquisition;
costs related to the proposed Acquisition and the impact of the substantial
indebtedness to be incurred to finance the Acquisition; the ability of the
post-Acquisition company to meet its financial and strategic goals, due to,
among other things, its ability to grow and manage growth profitability,
maintain relationships with customers and retain its key employees; the
possibility that the post-
Item 9.01 Exhibits.
Exhibit
Number Description
Share Purchase Agreement, by and between Trinseo S.A. and Arkema
2.1 S.A., dated March 19, 2021
Warranty Agreement, by and between Trinseo S.A. and Arkema S.A. ,
10.1 dated March 19, 2021
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
* Certain schedules and similar attachments have been omitted pursuant to Item
601(b)(2) of Regulation S-K. Trinseo S.A. hereby agrees to furnish
supplementally a copy of any omitted schedule to the
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