Item 8.01 Other Events.
The Press Release inadvertently stated that the threshold of shareholder votes required to approve the Merger is a majority of the outstanding shares of the Company. The correct threshold is the affirmative vote of at least two-thirds of the Shares present and voting in person or by proxy at the shareholders' meeting, which is further described in Item 1.01 of the Original 8-K, and the Merger Agreement, which is filed as Exhibit 2.1 hereto.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which include all statements that do not
relate solely to historical or current facts, such as statements regarding the
Company's expectations, intentions or strategies regarding the future, including
strategies or plans as they relate to the proposed transaction. In some cases,
you can identify forward-looking statements by the following words: "may,"
"will," "could," "would," "should," "expect," "intend," "plan," "anticipate,"
"believe," "estimate," "predict," "project," "aim," "potential," "continue,"
"ongoing," "goal," "can," "seek," "target" or the negative of these terms or
other similar expressions, although not all forward-looking statements contain
these words. These forward-looking statements are based on management's beliefs,
as well as assumptions made by, and information currently available to, the
Company. Because such statements are based on expectations as to future
financial and operating results and are not statements of fact, actual results
may differ materially from those projected and are subject to a number of known
and unknown risks and uncertainties, including: (i) uncertainties as to the
timing of the proposed transaction; (ii) the risk that the Merger may not be
completed in a timely manner or at all, which may adversely affect the Company's
business and the price of the Shares; (iii) the possibility that competing
offers or acquisition proposals for the Company will be made; (iv) the failure
to satisfy any of the conditions to the consummation of the proposed
transaction, including the adoption of the Merger Agreement by the Company's
shareholders and the receipt of certain regulatory approvals; (v) the occurrence
of any event, change or other circumstance or condition that could give rise to
the termination of the Merger Agreement, including in certain circumstances
requiring the Company to pay a termination fee; (vi) the effect of the
announcement or pendency of the proposed transaction on the Company's stock
price, business relationships, operating results and business generally;
(vii) risks that the proposed transaction may disrupt the Company's current
business plans and operations; (viii) the Company's ability to retain and hire
key personnel in light of the proposed transaction; (ix) risks related to
diverting management's attention from the Company's ongoing business operations;
(x) unexpected costs, charges or expenses resulting from the proposed
transaction; (xi) the ability of the buyer to obtain the necessary financing
arrangements set forth in the commitment letters received in connection with the
Merger; (xii) potential litigation relating to the Merger that could be
instituted against parties to the Merger Agreement or other transaction
agreements or their respective directors, managers or officers, including the
effects of any outcomes of such litigation; (xiii) certain restrictions during
the pendency of the Merger that may impact the Company's ability to pursue
certain business opportunities or strategic transactions; (xiv) uncertain global
economic conditions which have had and could continue to have an adverse effect
on our consolidated financial condition and results of operations; (xv) the
continuation of the COVID-19 pandemic may cause disruptions to the Company's
operations, customer demand, and its suppliers' ability to support the Company;
(xvi) the risks associated with the global nature of the Company's operations;
(xvii) fluctuations between non-
The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company intends to file with
the
Participants in the Solicitation
The Company and its directors, executive officers, other members of its
management and employees may be deemed to be participants in the solicitation of
proxies of the Company's shareholders in connection with the proposed
transaction under
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished as part of this report:
2.1*^ Agreement and Plan of Merger, dated as ofMarch 8, 2023 , by and amongOlympus Water Holdings IV, L.P. , acting by its general partner,Olympus Water Holdings Limited ,Diamond Merger Limited andDiversey Holdings, Ltd. 10.1*^ Rollover Contribution Agreement, dated as ofMarch 8, 2023 , by and amongBCPE Diamond Investor, LP andOlympus Water Holding I, L.P. 10.2*^ Voting Agreement, dated as ofMarch 8, 2023 , by and amongDiversey Holdings, Ltd. ,BCPE Diamond Investor, LP andOlympus Water Holdings IV, L.P. 10.3*^ Tax Indemnity Agreement, dated as ofMarch 8, 2023 , by and amongOlympus Water Holdings IV, L.P. , acting by its general partner,Olympus Water Holdings Limited , Diamond Merger Sub,Diversey Holdings, Ltd. ,Diversey Holdings I (UK) Limited ,Olympus Water Holdings I, L.P. ,BCPE Diamond Investor, LP andBCPE Diamond Cayman Holding Limited . 10.4*^ Tax Receivable Termination Agreement, dated as ofMarch 8, 2023 , by and amongDiversey Holdings, Ltd. ,Diversey Holdings I (UK) Limited and BCPE Diamond Cayman Holding Limited. 99.1 Press Release, datedMarch 8, 2023 (incorporated by reference to Exhibit 99.1 to the Registrant's Original 8-K). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith ^ Certain exhibits and scheduled to this Exhibit have been omitted in accordance
with Item 601(a)(5) of Regulation S-K.
suplementally a copy of any omitted exhibit or schedule to the
request.
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