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 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.
Item 8.01 Other Events
As described in Item 7.01 herein, on
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
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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
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 99.1 Press Release datedJanuary 13, 2020 .
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