Item 8.01. Other Events.
As previously disclosed on a Form 8-K filed with the Securities and Exchange
Commission on December 7, 2021, Mimecast Limited, a public company incorporated
under the laws of the Bailiwick of Jersey ("Mimecast"), entered into a
Transaction Agreement with Magnesium Bidco Limited, a private limited company
incorporated in England & Wales ("Buyer"), pursuant to which Buyer, or one of
its affiliates, will acquire Mimecast in an all-cash transaction pursuant to a
scheme of arrangement under Part 18A of the Companies (Jersey) Law 1991, as
amended from time to time.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, expired at 11:59 p.m. EST on January 20, 2022 and satisfies
one of the conditions to closing of the proposed transaction. The transaction
remains subject to other customary closing conditions, including approval by
Mimecast shareholders and receipt of certain other regulatory approvals, and is
expected to close in the first half of 2022.
Additional Information and Where to Find It
This communication has been prepared in respect of the proposed transaction
involving Mimecast and Buyer, and may be deemed to be soliciting material
relating to the transaction. On January 13, 2022, in connection with the
transaction, Mimecast filed with the SEC a preliminary proxy statement on
Schedule 14A relating to a meeting of shareholders. Additionally, Mimecast may
file other relevant materials in connection with the transaction with the SEC.
Investors and securityholders of Mimecast are urged to read carefully and in
their entirety the proxy statement and any other relevant materials filed or
that will be filed with the SEC when they become available because they contain
or will contain important information about the transaction and related matters.
The definitive proxy statement will be mailed to Mimecast shareholders.
Investors and securityholders will be able to obtain a copy of the proxy
statement, as well as other filings containing information about the transaction
that are filed by Mimecast with the SEC, free of charge on EDGAR at www.sec.gov
or on the investor relations page of Mimecast's website at www.mimecast.com.
Participants in the Solicitation
Mimecast and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Mimecast in
respect of the transaction. Information about Mimecast's directors and executive
officers is set forth in the proxy statement for Mimecast's 2021 Annual General
Meeting, which was filed with the SEC on July 26, 2021. Other information
regarding the participants in the proxy solicitation and a description of their
interests will be contained in the proxy statement and other relevant materials
to be filed with the SEC in respect of the proposed transaction when they become
available.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this press release may constitute
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All
statements, other than statements of historical fact, are statements that could
be deemed forward-looking statements, including statements containing the words
"predicts," "plans," "expects," "anticipates," "believes," "goal," "target,"
"estimate," "potential," "may," "might," "could," "see," "seek," "forecast," and
similar words. Forward-looking statements are based on Mimecast's current plans
and expectations and involve risks and uncertainties which are, in many
instances, beyond Mimecast's control, and which could cause actual results to
differ materially from those included in or contemplated or implied by the
forward-looking statements. Such risks and uncertainties include, but are not
limited to, the following: (i) the occurrence of any event, change or other
circumstance that could give rise to the termination of the transaction
agreement; (ii) the failure to obtain approval of the proposed transaction by
Mimecast shareholders; (iii) the failure to obtain certain required regulatory
approvals to the completion of the proposed transaction or the failure to
satisfy any of the other conditions to the completion of the proposed
transaction; (iv) the effect of the announcement of the proposed transaction on
the ability of Mimecast to retain and hire key personnel and maintain
relationships with its key business partners and customers, and others with whom
it does business, or on its operating results and businesses generally; (v) the
response of competitors to the proposed transaction; (vi) risks associated with
the disruption of management's attention from ongoing business operations due to
the proposed transaction; (vii) the ability to meet expectations regarding the
timing and completion of the
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proposed transaction; (viii) significant costs associated with the proposed
transaction; (ix) potential litigation relating to the proposed transaction;
(x) restrictions during the pendency of the proposed transaction that may impact
Mimecast's ability to pursue certain business opportunities; and (xi) the other
risks, uncertainties and factors detailed in Mimecast's filings with the
Securities and Exchange Commission (SEC). As a result of such risks,
uncertainties and factors, Mimecast's actual results may differ materially from
any future results, performance or achievements discussed in or implied by the
forward-looking statements contained herein. Mimecast is providing the
information in this press release as of this date and assumes no obligations to
update the information included in this press release or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
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