Item 7.01 Regulation FD Disclosure
On
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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 either be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific references in such a filing.
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION
This release includes "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Words such as "anticipate,"
"assume," "estimate," "expect," "target" "project," "predict," "intend," "plan,"
"believe," "potential," "may," "should," "would" and similar expressions may
identify forward looking information. Forward-looking information in these
materials includes, but is not limited to: the acquisition of Shank's; the
expected closing of the Shank's acquisition; and contributions to future
earnings. The Company cautions readers that any statements contained herein
regarding financial condition, results of operation, and future business plans,
operations, opportunities, and prospects for its performance are forward-looking
statements based upon management's current knowledge and assumptions about
future events, and involve risks and uncertainties that could cause actual
results, performance, or achievements to be materially different from any
anticipated results, prospects, performance, or achievements expressed or
implied by such forward-looking statements. Such risks and uncertainties
include, but are not limited to, impacts of the ongoing COVID-19 pandemic;
success in pursuing strategic investments or acquisitions and integration of new
businesses and the impact of these new businesses on future results; product
purchased not meeting quality and quantity requirements; reliance on a few large
customers; its ability to maintain effective information technology systems and
safeguard confidential information; anticipated levels of demand for and supply
of its products and services; costs incurred in providing these products and
services; timing of shipments to customers; changes in market structure;
government regulation and other stakeholder expectations; product taxation;
industry consolidation and evolution; changes in exchange rates and interest
rates; impacts of regulation and litigation on its customers; industry-specific
risks related to its plant-based ingredient businesses; exposure to certain
regulatory and financial risks related to climate change; changes in estimates
and assumptions underlying its critical accounting policies; the promulgation
and adoption of new accounting standards, new government regulations and
interpretation of existing standards and regulations; and general economic,
political, market, and weather conditions. Actual results, therefore, could vary
from those expected. A further list and description of these risks,
uncertainties, and other factors can be found in the Company's Annual Report on
Form 10-K for the fiscal year ended
Item 8.01 Other Events
On
Pursuant to the Purchase Agreement, the Company acquired 100% of the capital stock of Shank's for the amount previously announced.
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The foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on
Item 9.01 Exhibits. (d) Exhibits 99.1 Press Release, datedOctober 4, 2021 , issued byUniversal Corporation 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 3
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