Item 8.01. Other Events.
Commencing on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Title
99.1 Letter to Shareholders, datedJuly 30, 2021 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) Forward Looking Statements
This communication contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. Kimco and the Company intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with the safe harbor provisions. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," "should," "may," "projects," "could," "estimates" or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Forward-looking statements regarding Kimco and the Company include, but are not limited to, statements related to the anticipated acquisition of the Company and the anticipated timing and benefits thereof; Kimco's expected financing for the transaction; Kimco's ability to deleverage and its projected target net leverage; and other statements that are not historical facts. These forward-looking statements are based on each of the companies' current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with: Kimco's and the Company's ability to complete the acquisition on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed transaction; risks related to diverting the attention of the Company and Kimco management from ongoing business operations; failure to realize the expected benefits of the acquisition; significant transaction costs and/or unknown or inestimable liabilities; the risk of shareholder litigation in connection with the proposed transaction, including resulting expense or delay; the risk that the Company's business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; Kimco's ability to obtain the expected financing to consummate the acquisition; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future financial performance and results of the combined company following completion of the acquisition; effects relating to the announcement of the acquisition or any further announcements or the consummation of the acquisition on the market price of Kimco's common stock or the Company's common shares; the possibility that, if Kimco does not achieve the perceived benefits of the acquisition as rapidly or to the extent anticipated by financial analysts or
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investors, the market price of Kimco common stock could decline; general adverse
economic and local real estate conditions; the inability of major tenants to
continue paying their rent obligations due to bankruptcy, insolvency or a
general downturn in their business; local real estate conditions; increases in
interest rates; foreign currency exchange rates; increases in operating costs
and real estate taxes; changes in the dividend policy for Kimco common stock or
preferred stock or Kimco's ability to pay dividends; impairment charges;
unanticipated changes in the company's intention or ability to prepay certain
debt prior to maturity and/or hold certain securities until maturity; pandemics
or other health crises, such as coronavirus disease 2019 (COVID-19); and other
risks and uncertainties affecting Kimco and the Company, including those
described from time to time under the caption "Risk Factors" and elsewhere in
Kimco's and the Company's
Important Additional Information and Where to Find It
In connection with the proposed merger, Kimco has filed with the
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT KIMCO, THE COMPANY AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
Participants in the Solicitation
Kimco and the Company and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the common stockholders of
Kimco and the shareholders of the Company in respect of the proposed transaction
under the rules of the
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You may obtain free copies of these documents from Kimco or the Company using the sources indicated above.
No Offer or Solicitation
This communication shall 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 jurisdiction 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.
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