Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on
On
The foregoing descriptions of agreements and amendments and the transactions and documents contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the GP Global SPA Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1, and the terms of which are incorporated by reference herein.
Important Information for Investors and Stockholders
This document relates to proposed transactions between the Company and each of
Luminex and GP Global. This document does not constitute an offer to sell or
exchange, or a solicitation of an offer to buy or exchange, any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer,
sale or exchange would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. The Company intends to file a
proxy statement with the
Investors and security holders will be able to obtain free copies of the proxy
statement and all other relevant documents filed or that will be filed with the
Forward Looking Statements
Certain statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "future," "outlook," and similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of other performance metrics and projections of market opportunity. These statements are based on various assumptions, whether or not identified in this Current Report on Form 8-K and on the current expectations of the Company's, Luminex's and GP Global's respective management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company, Luminex and GP Global. Some important factors that could cause actual results to differ materially from those in any forward-looking statements could include changes in domestic and foreign business, market, financial, political and legal conditions.
These forward-looking statements are subject to a number of risks and
uncertainties, including, the inability of the parties to successfully or timely
consummate the Luminex SPA and the GP Global SPA, including the risk that any
required regulatory approvals (including approval from antitrust regulators) are
not obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the Company or the expected benefits of the Luminex Stock
Acquisition and the GP Global Stock Acquisition (collectively, the "Stock
Acquisitions"), if not obtained; the failure to realize the anticipated benefits
of the Stock Acquisitions; matters discovered by the parties as they complete
their respective due diligence investigation of the other parties; the ability
of the Company prior to the Stock Acquisitions, and the Company following the
Stock Acquisitions, to maintain the listing of the Company's shares on Nasdaq;
costs related to the Stock Acquisitions; the failure to satisfy the conditions
to the consummation of each of the Stock Acquisitions, including the approval of
the Luminex SPA and the GP Global SPA by the stockholders of the Company and the
receipt of a fairness opinion with respect to the GP Global Stock Acquisition,
the risk that the Stock Acquisitions may not be completed by the stated
deadlines and the potential failure to obtain an extension of the stated
deadlines; the inability to complete a PIPE transaction or procure adequate
debt, equity or structured financing; the outcome of any legal proceedings that
may be instituted against the Company, Luminex or GP Global related to the Stock
Acquisitions; the attraction and retention of qualified directors, officers,
employees and key personnel following the Stock Acquisitions, the Company's
ability following the Stock Acquisitions to compete effectively in a highly
competitive market; the ability to protect and enhance Luminex's and GP Global's
corporate reputation and brand; the risk of any extended review of the Business
Combination by a
If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company, Luminex and GP Global do not presently know, or that the Company, Luminex and GP Global currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company's, Luminex's and GP Global's current expectations, plans and forecasts of future events and views as of the date hereof. Nothing in this Current Report on Form 8-K and the exhibits hereto should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K and the exhibits hereto, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of the Company, Luminex and GP Global described above. The Company, Luminex and GP Global anticipate that subsequent events and developments will cause their assessments to change. However, while the Company, Luminex and GP Global may elect to update these forward-looking statements at some point in the future, they each specifically disclaim any obligation to do so, except as required by law. These forward-looking statements should not be relied upon as representing the Company's, Luminex's or GP Global's assessments as of any date subsequent to the date of this Current Report on Form 8-K. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Participants in the Solicitation
The Company and its directors and executive officers may, under the rules of the
Luminex, GP Global and their respective directors and executive officers may,
under the rules of the
This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description 2.1 Second Amendment to Stock Purchase Agreement, dated as ofSeptember 22, 2022 , by and amongGlobal Consumer Acquisition Corp. ,TGP Trading FZCO and GP Global Limited 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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