Item 1.01. Entry into a Material Definitive Agreement.
On
Each party's obligation to consummate the transactions contemplated by the Purchase Agreement is subject to certain conditions, including (i) the absence of any law or order issued by any governmental authority preventing consummation of any of the transactions contemplated by the Purchase Agreement and (ii) subject to certain exceptions and qualifications, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Purchase Agreement. The Purchaser's obligation to consummate the transactions contemplated by the Purchase Agreement is also conditioned on, among other things, the absence of the occurrence of a Material Adverse Effect (as defined in the Purchase Agreement) with respect to the IKG Business.
Each of the parties have made customary representations and warranties in the
Purchase Agreement and
In connection with the closing of the transaction,
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and incorporated herein by reference.
The Purchase Agreement has been attached as an exhibit to this report in order
to provide investors and security holders with information regarding its terms.
It is not intended to provide any other factual information about
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Item 7.01 Regulation FD Disclosure.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit 2.1 Sale and Purchase Agreement by and amongHarsco Corporation ,Harsco MéxicoHolding, S.A. de C.V. andSidero Inc. , dated as ofJanuary 9, 2020 * Exhibit 99.1 Press release ofHarsco Corporation datedJanuary 10, 2020 (furnished herewith solely in relation to Item 7.01 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
* Schedules and similar exhibits, attachments and annexes have been omitted
pursuant to Item 601(b)(2) of Regulation S-K.
Forward-Looking Statements
This communication contains forward-looking statements based on management's
current expectations, estimates and projections. The nature of the Company's
business and the many countries in which it operates subject it to changing
economic, competitive, regulatory and technological conditions, risks and
uncertainties. In accordance with the "safe harbor" provisions of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934, the Company provides the following cautionary remarks regarding important
factors that, among others, could cause future results to differ materially from
the results contemplated by forward-looking statements, including the
expectations and assumptions expressed or implied herein. Forward-looking
statements contained herein could include, among other things, statements about
management's confidence in and strategies for performance; expectations for new
and existing products, technologies and opportunities; and expectations
regarding growth, sales, cash flows, and earnings. Forward-looking statements
can be identified by the use of such terms as "may," "could," "expect,"
"anticipate," "intend," "believe," "likely," "estimate," "outlook," "plan" or
other comparable terms. Factors that could cause actual results to differ,
perhaps materially, from those implied by forward-looking statements include,
but are not limited to: (1) changes in the worldwide business environment in
which the Company operates, including general economic conditions; (2) changes
in currency exchange rates, interest rates, commodity and fuel costs and capital
costs; (3) changes in the performance of equity and bond markets that could
affect, among other things, the valuation of the assets in the Company's pension
plans and the accounting for pension assets, liabilities and expenses; (4)
changes in governmental laws and regulations, including environmental,
occupational health and safety, tax and import tariff standards and amounts; (5)
market and competitive changes, including pricing pressures, market demand and
acceptance for new products, services and technologies; (6) the Company's
inability or failure to protect its intellectual property rights from
infringement in one or more of the many countries in which the Company operates;
(7) failure to effectively prevent, detect or recover from breaches in the
Company's cybersecurity infrastructure; (8) unforeseen business disruptions in
one or more of the many countries in which the Company operates due to political
instability, civil disobedience, armed hostilities, public health issues or
other calamities; (9) disruptions associated with labor disputes and increased
operating costs associated with union organization; (10) the seasonal nature of
the Company's business; (11) the Company's ability to successfully enter into
new contracts and complete new acquisitions or strategic ventures in the
time-frame contemplated, or at all; (12) the integration of the Company's
strategic acquisitions; (13) potential severe volatility in the capital markets;
(14) failure to retain key management and employees; (15) the amount and timing
of repurchases of the Company's common stock, if any; (16) the outcome of any
disputes with customers, contractors and subcontractors; (17) the financial
condition of the Company's customers, including the ability of customers
(especially those that may be highly leveraged and those with inadequate
liquidity) to maintain their credit availability; (18) implementation of
environmental remediation matters; (19) risk and uncertainty associated with
intangible assets; and (20) other risk factors listed from time to time in the
Company's
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Item 1A, "Risk Factors," of the Company's Quarterly Report on Form 10-Q for the
period ended
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