DUET ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
Business Combination
Pursuant to the Merger Agreement, upon the closing (the "Closing") of the contemplated transactions (collectively, the "Business Combination"):
? The Parties will (i) effect the merger of Merger Sub with and into the
Company, with the Company continuing as the surviving entity and a
wholly-owned subsidiary of
(a) the Company will issue shares of the Class A Common Stock of the Company
to
terms of the Merger Agreement, (b) all of the issued and outstanding shares of
Class A Common Stock of the Company held by the Company's stockholders (other
than
one-for-one ratio, and (c) each outstanding warrant of the Company will be
assumed by
one ordinary share of
defined below), effect the sale of 49.999999% of the issued share capital of
the Target from the stockholders of the Target to
purchase price of €26,250,000 pursuant to that certain amended and restated
share purchase agreement by and among
Representatives, and the stockholders of the Target (the "SPA"); and (iii)
effect the merger of the Target into
surviving entity (the "AnyTech Merger" and together with the DUET Merger, the
"Mergers"), as a result of which the stockholders of the Target will receive
ordinary shares of
set forth in the Merger Agreement.
? The Company will amend and restate its amended and restated certificate of
incorporation to, among other matters: (i) change its name to a name elected by
the Company; and (ii) read identically to the certificate of incorporation of
Merger Sub. Additionally, each then-outstanding share of Class B common stock
of the Company will be converted into one share of Class A Common Stock.
?
company limited by shares and amend and restate its articles of association to,
among other matters: (i) change its name to "
name as mutually agreed to by the parties to the Merger Agreement; and (ii)
provide for a post-closing board comprised of seven (7) directors.
Representations and Warranties; Covenants
Pursuant to the Merger Agreement, the parties made customary representations and warranties for transactions of this type. The representations and warranties made by the Company and the Target will not survive the Closing. In addition, the parties to the Merger Agreement agreed to be bound by certain covenants that are customary for transactions of this type, including obligations of the parties to use commercially reasonable efforts to operate their respective businesses in the ordinary course, and to refrain from taking certain specified actions without the prior written consent of the applicable party, in each case, subject to certain exceptions and qualifications. Additionally, the parties have agreed not to solicit, negotiate, or enter into a competing transaction. The covenants of the parties in the Merger Agreement generally will not survive the Closing, subject to certain exceptions, including certain covenants and agreements that by their terms are to be performed in whole or in part after the Closing.
Conditions to
Pursuant to the Merger Agreement, the obligations of the parties to consummate
the Business Combination are subject to the satisfaction or waiver of certain
customary closing conditions of the respective parties, including, without
limitation: (i) the representations and warranties of the respective parties
being true and correct subject to the materiality standards contained in the
Merger Agreement; (ii) material compliance by the parties of their respective
pre-closing covenants and agreements, subject to the standards contained in the
Merger Agreement, including the consummation of the transactions contemplated by
the SPA; (iii) the approval by the Company's stockholders of the Business
Combination; (iv) the approval by the Target's stockholders of the Business
Combination; (v) the absence of any Material Adverse Effect (as defined in the
Merger Agreement) with respect to the Company or with respect to the Target
since the effective date of the Merger Agreement that is continuing and uncured;
(vi) the expiration or termination, as applicable, of any waiting period (and
any extension thereof) applicable to the consummation of the Merger Agreement
under any antitrust laws; (vii) the receipt of all consents required to be
obtained from or made with any governmental authority in order to consummate the
transactions contemplated by the Merger Agreement; (viii) the existence of
Minimum Cash Proceeds (as defined in the Merger Agreement) of at least
Termination
The Merger Agreement may be terminated under certain customary and limited
circumstances at any time prior to the Closing, including, among others, (i) by
the mutual written consent of the Company,
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Merger Agreement provides investors with information regarding its terms and is not intended to provide any other factual information about the parties. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement were made as of the execution date of the Merger Agreement only and are qualified by information in confidential disclosure schedules provided by the parties in connection with the signing of the Merger Agreement. These disclosure schedules contain information that modifies, qualifies, and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may have been used for the purpose of allocating risk between the parties rather than establishing matters of fact. Accordingly, you should not rely on the representations and warranties in the Merger Agreement as characterizations of the actual statements of fact about the parties.
Target Support Agreement
In connection with entry into the Merger Agreement, the Target, the stockholders
of the Target,
Lock-up Agreement
In connection with entry into the Merger Agreement,
Non-Competition Agreement
In connection with entry into the Merger Agreement,
Prospectus and Proxy Statement
As promptly as practicable after the effective date of the Merger Agreement, the
Company will file with the
Stock Exchange Listing
The Company will use its reasonable best efforts to cause the ordinary shares
and public warrants of
PIPE Financing
Pursuant to the Merger Agreement, the Company has agreed to use its reasonable
commercial efforts to obtain up to
Additional Information and Where to Find It
As discussed above, the Company intends to file the Prospectus and Proxy
Statement with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
2.1* Merger Agreement
Cover Page Interactive Data File (Embedded within the Inline XBRL
104 document and included in Exhibit)
* Certain of the exhibits and schedules to this exhibit have been
omitted in accordance with Regulation S-K Item 601(b)(2). The
Company agrees to furnish supplementally a copy of all omitted
exhibits and schedules to the SEC upon its request.© Edgar Online, source
