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 Luminex 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
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, as amended, (the "PSLRA"), including statements with respect
to the anticipated timing, completion and effects of the Luminex Stock
Acquisition and the GP Global Stock Acquisition (collectively, the "Stock
Acquisitions") and the financial condition, results of operations, earnings
outlook and prospects of GACQ, Luminex and/or GP Global and may include
statements for the period(s) following the consummation of the Stock
Acquisitions. Forward- looking statements are based on the current expectations
and beliefs of the management of GACQ, Luminex and GP Global, as applicable, and
are inherently subject to a number of risks, uncertainties and assumptions, and
their potential effects. There can be no assurance that future developments will
be those that have been anticipated. These forward-looking statements involve a
number of risks, uncertainties or other assumptions that may cause actual
financial condition, results of operations, earnings and/or prospects to be
materially different from those expressed or implied by these forward- looking
statements. Any statements that refer to projections, forecasts or other
characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. In addition, forward-looking
statements are typically identified by words such as "plan," "believe,"
"expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project,"
"continue," "could," "may," "might," "possible," "potential," "predict,"
"should," "would," "will" and other similar words and expressions, but the
absence of these words does not mean that a statement is not forward-looking.
The risks, uncertainties and/or assumptions include, but are not limited to,
those "risk factors" discussed and identified in public filings made with the
· expectations regarding Luminex's and GP Global's strategies and future
financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures;
· Luminex's and GP Global's ability to invest in growth initiatives and pursue
acquisition opportunities;
· the occurrence of any event, change or other circumstances that could give rise
to the termination of either the Acquisition Agreements;
· the outcome of any legal proceedings that may be instituted against GACQ,
Luminex or GP Global following announcement of the Stock Acquisitions and the transactions contemplated thereby;
· the inability to consummate the Stock Acquisitions due to, among other things,
the failure to obtain the GACQ's stockholder approval and/or certain regulatory approvals or satisfy other conditions to closing in the Acquisition Agreements;
· the inability to consummate the proposed financing transaction or to secure
additional financings;
· the inability to obtain or maintain the listing of GACQ common stock on Nasdaq
following the consummation of the Stock Acquisitions;
· the risk that the announcement and consummation of the Stock Acquisitions
disrupts Luminex's or GP Global's current plans and operations;
· the ability to achieve the anticipated benefits of the Stock Acquisitions,
which may be affected by, among other things, competition and the ability of Luminex and GP Global to grow and manage growth profitably and retain its key employees;
· the ability of the combined company to secure additional financings
post-closing;
· costs related to the Stock Acquisitions;
· the amount of any redemptions by existing holders of GACQ common stock being
greater than expected;
· limited liquidity and trading of GACQ's securities;
· geopolitical risk and changes in applicable laws or regulations;
· adverse macroeconomic developments, including recessionary trends, which could
harm the operations of GP Global and Luminex, including their ability to produce and deliver their products timely;
· the possibility that GACQ, Luminex and/or GP Global may be adversely affected
by other economic, business and/or competitive factors;
· risks relating to the uncertainty of the projected financial information with
respect to Luminex and GP Global;
· risk that the COVID-19 pandemic, and local, state and federal responses to
addressing the COVID-19 pandemic, may have an adverse effect on our, Luminex's and GP Global's business operations, as well as our and their financial condition and results of operations;
· risks related to
· the risk of any extended review of the Stock Acquisitions by a
entity;
· litigation and regulatory enforcement risks, including the diversion of
management time and attention and the additional costs and demands on Luminex's and GP Global's resources; and
· other risks that the consummation of the Stock Acquisitions is substantially
delayed or does not occur.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of GACQ, Luminex and/or GP Global prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements concerning the Stock Acquisitions or other matters addressed in this Current Report on Form 8-K and attributable to GACQ, Luminex, GP Global or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, GACQ, Luminex and GP Global undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current Report on Form 8-K or to reflect the occurrence of unanticipated events.
The PSLRA provides a safe harbor for forward-looking statements made with respect to certain securities offerings, but excludes such protection for statements made in connection with certain securities offerings, such as tender offers and initial public offerings. The term "initial public offering" is not defined in the PSLRA. Given the particular characteristics of mergers and business combinations completed by special purpose acquisition companies, there has been some question regarding whether such mergers and business combinations are "initial public offerings," and therefore not subject to the protection of the PSLRA. There is currently no relevant case law on this matter, and accordingly, there can be no assurances that the safe harbor is applicable to forward-looking statements made by GACQ, Luminex and GP Global in connection with the Stock Acquisitions, and the protections of the safe harbor provided by the PSLRA to GACQ, Luminex and GP Global may not be available.
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 Third Amendment to Stock Purchase Agreement, dated as ofSeptember 27, 2022 , by and amongGlobal Consumer Acquisition Corp. ,CLP Luminex Holdings, LLC and Luminex Home Décor &Fragrance Holding Corporation 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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