Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On
Pursuant to the merger agreement, and upon the terms and subject to the
conditions described therein, Purchaser will commence an exchange offer (the
"offer") to purchase all of the outstanding shares of common stock of Primo, par
value
Primo stockholders who tender and do not properly withdraw their Primo shares
into the offer and do not make a valid election will receive the mixed
consideration for their Primo shares. Primo stockholders who elect the cash
consideration or the stock consideration will be subject to proration to ensure
that no more than 64.02% of the aggregate consideration in the offer will be
paid in Cott common shares and no more than 35.98% of the aggregate
consideration in the offer (as reduced by the Primo shares held by stockholders
who have properly exercised and perfected appraisal rights under the General
Corporation Law of the
If the conditions to the offer are satisfied and the offer closes, Purchaser
would acquire any remaining Primo shares by a merger of Purchaser with and into
Primo (the "first merger"), with Primo surviving the first merger as a wholly
owned subsidiary of Merger Sub. Immediately following the first merger, Primo
will merge with and into Merger Sub, with Merger Sub being the surviving entity
(the "second merger" and, together with the first merger, the "mergers"). Primo
and Cott intend, for
The obligation of Purchaser to consummate the offer is subject to customary closing conditions, including (i) shares of Primo stock representing at least a majority of the then-outstanding shares of Primo stock having been validly tendered and not properly withdrawn, (ii) the expiration or termination of the waiting period applicable to the offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (iii) the absence of any injunction or other order issued by a court of competent jurisdiction prohibiting the consummation of the offer or the mergers and (iv) other customary conditions set forth in Annex I of the merger agreement. Accordingly, no vote of Primo stockholders will be required in connection with the mergers if Purchaser consummates the offer. The merger agreement contemplates that, if the offer is completed, the first merger will be effected pursuant to Section 251(h) of the DGCL, which permits completion of a merger without a stockholder vote as soon as practicable following the successful consummation of an offer for all of the outstanding stock of a corporation that has a class of stock listed on a national securities exchange. The consummation of the offer is not subject to any financing condition.
At the effective time of the first merger (the "first effective time"), each share of Primo stock issued and outstanding immediately prior to the first effective time (other than certain dissenting, converted and cancelled shares, but including shares paid to a holder of a vested Primo equity-based award (other than deferred stock unit awards) or Primo warrant immediately prior to the first effective time, as described further in the merger agreement) will be converted into the right to receive the transaction consideration (subject to the same proration applicable to the offer as described above), without interest, and net of any Primo shares equal in value to any applicable tax to be deducted or withheld in respect thereof.
The offer and the withdrawal rights of Primo's stockholders will expire at
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Cott has obtained financing commitments of up to
Primo Stock Options
Immediately prior to the first effective time, the portion of each Primo option that is then outstanding and unexercised and that has a per-share exercise price less than the amount of the cash consideration, to the extent vested in accordance with its terms as of the first effective time, will be settled and paid to such holder in Primo shares (net of any Primo shares equal in value to the aggregate exercise price thereof and any applicable tax to be deducted or . . .
Item 2.02 Results of Operations and Financial Condition
On
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
The foregoing description of the program as it applies to
Item 7.01 Regulation FD Disclosure
On
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Additional Information and Where to Find It
This communication relates to a pending business combination between Cott and
Primo. The exchange offer referenced in this communication has not yet
commenced. This communication is for informational purposes only and does not
constitute an offer to purchase or a solicitation of an offer to sell shares,
nor is it a substitute for any offer materials that the parties will file with
the
Safe Harbor Statements
This communication contains 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. Forward-looking statements involve inherent risks and uncertainties and you are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statement. These statements can otherwise be identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "feel," "forecast," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "would," "will," and similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements contained in this communication include, but are not limited to, statements related to Cott's and Primo's plans, objectives, expectations and intentions with respect to the proposed transaction and the combined company, the anticipated timing of the proposed transaction, and the potential impact the transaction will have on Primo or Cott and other matters related to either or both of them. The forward-looking statements are based on assumptions regarding current plans and estimates of management of Cott and Primo. Such management believes these assumptions to be reasonable, but there is no assurance that they will prove to be accurate.
Factors that could cause actual results to differ materially from those
described in this communication include, among others: changes in expectations
as to the closing of the transaction including timing and changes in the method
of financing the transaction; the satisfaction of the conditions precedent to
the consummation of the proposed transaction (including a sufficient number of
Primo shares being validly tendered into the exchange offer to meet the minimum
condition), the risk of litigation and regulatory action related to the proposed
transactions, expected synergies and cost savings are not achieved or achieved
at a slower pace than expected; integration problems, delays or other related
costs; retention of customers and suppliers; and unanticipated changes in laws,
regulations, or other industry standards affecting the companies; and other
risks and important factors contained and identified in Cott's and Primo's
filings with the
The foregoing list of factors is not exhaustive. Readers are cautioned not to
place undue reliance on any forward-looking statements, which speak only as of
the date hereof. Readers are urged to carefully review and consider the various
disclosures, including but not limited to risk factors contained in Cott's and
Primo's Annual Reports on Form 10-K and its quarterly reports on Form 10-Q, as
well as other filings with the
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Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJanuary 13, 2020 , by and among Cott Corporation,Cott Holdings Inc. ,Fore Acquisition Corporation ,Fore Merger LLC andPrimo Corporation . 10.1 Severance Program, effectiveJanuary 10, 2020 . 99.1 Investor Presentation datedJanuary 13, 2020 . 99.2 Scripted portion of transcript of conference call held onJanuary 13, 2020 .
* Schedules and Exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant hereby agrees to supplementally furnish to the
Merger.
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