Item 8.01. Other Events.
On
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, Landcadia has filed a
registration statement on Form S-4 (File No. 333-252693) (the "Registration
Statement") with the
Participants in Solicitation
Landcadia and Hillman and their respective directors and officers may be deemed
participants in the solicitation of proxies of Landcadia's stockholders in
connection with the proposed Business Combination. A list of the names of
Landcadia's directors and executive officers and a description of their
interests in Landcadia as well as information about Hillman's directors and
executive officers is contained in the definitive proxy statement/prospectus,
which was filed with the
Additional information regarding the interests of participants in the
solicitation of proxies in connection with the proposed Business Combination is
included in the definitive proxy statement/prospectus that Landcadia filed with
the
Forward-Looking Statements Legend
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Hillman's and Landcadia's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Hillman's and Landcadia's expectations with respect to future
performance and anticipated financial impacts of the proposed Business
Combination, the satisfaction of the closing conditions to the proposed Business
Combination and the timing of the completion of the proposed Business
Combination. These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside Hillman's and Landcadia's
control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the risk that the proposed business
combination disrupts Hillman's current plans and operations; (2) the ability to
recognize the anticipated benefits of the proposed Business Combination, which
may be affected by, among other things, competition, the ability of Hillman to
grow and manage growth profitably and retain its key employees; (3) costs
related to the proposed Business Combination; (4) changes in applicable laws or
regulations; (5) the possibility that Landcadia or Hillman may be adversely
affected by other economic, business, and/or competitive factors; (6) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the merger agreement; (7) the outcome of any legal
proceedings that may be instituted against Landcadia or Hillman following the
announcement of the merger agreement; (8) the inability to complete the proposed
Business Combination, including due to failure to obtain approval of the
stockholders of Landcadia or Hillman, certain regulatory approvals or satisfy
other conditions to closing in the merger agreement; (9) the impact of COVID-19
on Hillman's business and/or the ability of the parties to complete the proposed
business combination; (10) the inability to obtain or maintain the listing of
the combined company's shares of common stock on Nasdaq following the proposed
transaction; or (11) other risks and uncertainties indicated from time to time
in the Registration Statement containing the proxy statement/prospectus relating
to the proposed Business Combination, including those under "Risk Factors"
therein, and in Landcadia's or Hillman's other filings with the
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description
99.1 Press Release, dated
© Edgar Online, source