GORS HLDG Item 1.01 Entry into a Material Definitive Agreement.
On
The Business Combination Agreement and the transactions contemplated thereby
were unanimously approved by the Board of Directors of the Company on
The Business Combination Agreement
Consideration to be Received in the Business Combination
The aggregate consideration to be paid to AGSA pursuant to the Transfer
Agreement (as defined within the Business Combination Agreement) and the
Business Combination Agreement consists of (a)
Representations and Warranties
The Business Combination Agreement contains customary representations, warranties and covenants of AMPSA, AGSA, GHV and MergeCo relating to, among other things, their ability to enter into the Business Combination Agreement and their outstanding capitalization.
Covenants
The Business Combination Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Business Combination and efforts to satisfy conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional covenants of the parties, including, among others, covenants providing for the Company and AGSA to cooperate in the preparation of the Proxy Statement/Prospectus and Registration Statement (as each such term is defined in the Business Combination Agreement) required to be filed in connection with the Business Combination. The covenants of the parties to the Business Combination Agreement will not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing.
Conditions to Consummation of the Business Combination
The consummation of the Business Combination is conditioned upon, among other things, (a) no action or governmental order or law shall have been enacted, issued, promulgated, enforced or entered that restrains, enjoins or otherwise prohibits the consummation of the Business Combination or would cause any part of the Business Combination to be rescinded following the Closing; (b) the proposal to adopt the Business Combination Agreement and approve the Business Combination shall have been approved and adopted by the requisite affirmative vote of the Company stockholders; (c) a Luxembourg statutory independent auditor (réviseur d'entreprises agréé) of AMPSA shall have issued appropriate reports regarding the contributions relating to the AMPSA Shares to be issued to the Company stockholders or AGSA as set forth in the Business Combination Agreement; (d) all closing conditions to
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the private placement pursuant to which investors will purchase 60,000,000 AMPSA
Shares for a purchase price of
Termination
The Business Combination Agreement may be terminated at any time prior to the
Closing (whether before or after the required Company stockholder vote has been
obtained) by mutual written consent of the Company and AGSA and in certain other
circumstances, including if the Business Combination has not been consummated by
The foregoing description of the Business Combination Agreement and the Business Combination does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties to the Business Combination Agreement and are subject to important qualifications and limitations agreed to by the contracting parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the respective parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the respective parties . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K (this "Current Report") is incorporated by reference herein. Certain AMPSA Shares to be issued in connection with the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
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Item 7.01 Regulation FD Disclosure.
On
Attached as Exhibit 99.2 and incorporated by reference herein is the investor
presentation dated
Additional Information about the Transactions and Where to Find It
In connection with the proposed transactions contemplated by the Business
Combination Agreement, (i) AMPSA is expected to file a registration statement on
Form F-4 with the
Investors and security holders will be able to obtain free copies of the
Registration Statement and the Definitive Proxy Statement and all other relevant
documents filed or that will be filed with the
Participants in Solicitation
This Current Report is not a solicitation of a proxy from any investor or
securityholder. The Company, AGSA and AMPSA and certain of their respective
directors and executive officers may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in connection with the
proposed Business Combination. Information about the Company's directors and
executive officers and their ownership of the Company's securities is set forth
in the Company's filings with the
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Forward Looking Statements
This Current Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination, including statements regarding the benefits of the proposed Business Combination, the anticipated timing of the proposed Business Combination, the services or products offered by AGSA or AMPSA and the markets in which AGSA or AMPSA operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and the Company's AGSA's or AMPSA's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "forecast," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and,
as a result, are subject to risks and uncertainties. Many factors could cause
actual future events to differ materially from the forward-looking statements in
this Current Report, including but not limited to: (i) the risk that the
proposed Business Combination may not be completed in a timely manner or at all,
which may adversely affect the price of the Company's or AGSA's securities;
(ii) the risk that the proposed Business Combination may not be completed by the
Company's business combination deadline and the potential failure to obtain an
extension of the business combination deadline if sought by the Company;
(iii) the failure to satisfy the conditions to the consummation of the proposed
Business Combination, including the approval of the proposed Business
Combination by the Company's stockholders, and the satisfaction of the minimum
trust account amount following redemptions by the Company's public stockholders;
(iv) the effect of the announcement or pendency of the proposed Business
Combination on AGSA's or AMPSA's business relationships, performance, and
business generally; (v) risks that the proposed Business Combination disrupts
current plans of AGSA or AMPSA and potential difficulties in AGSA or AMPSA
employee retention as a result of the proposed Business Combination; (vi) the
outcome of any legal proceedings that may be instituted against the Company or
AGSA related to the proposed Business Combination; (vii) the ability to
maintain, prior to the closing of the proposed Business Combination, the listing
of the Company's securities on the NASDAQ, and, following the closing of the
proposed Business Combination, AMPSA's shares on the NYSE; (viii) the price of
the Company's securities prior to the closing of the proposed Business
Combination, and AMPSA's shares after the closing of the proposed business
combination, including as a result of volatility resulting from changes in the
competitive and highly regulated industries in which AMPSA plans to operate,
variations in performance across competitors, changes in laws and regulations
affecting AMPSA's business and changes in the combined capital structure; and
(ix) AMPSA's ability to implement business plans, forecasts, and other
expectations after the closing of the proposed Business Combination, and
identify and realize additional opportunities. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors and the
other risks and uncertainties that will be described in the Definitive Proxy
Statement, including those under "Risk Factors" therein, and other documents
filed by the Company, AGSA or AMPSA from time to time with the
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No Offer or Solicitation
This Current Report relates to the proposed Business Combination. This document does not constitute an offer to sell or exchange, or the 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.
PRIIPs/Prospectus Regulation/IMPORTANT - EEA AND
The AMPSA Shares to be issued by AMPSA in the Business Combination (the "AMP
Shares") are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor
in the EEA or in the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Exhibit 2.1* Business Combination Agreement, dated as ofFebruary 22, 2021 , by and amongGores Holdings V, Inc. ,Ardagh Metal Packaging S.A. , Ardagh Group S.A. andArdagh MP MergeCo Inc. 10.1 Form of Subscription Agreement, dated as ofFebruary 22, 2021 , by and amongArdagh Metal Packaging S.A. ,Gores Holdings V and certain investors. 10.2 Form of Registration Rights and Lock-Up Agreement to be entered into by and among Ardagh Group S.A.,Ardagh Metal Packaging S.A. ,Gores Holdings V Sponsor LLC and certain persons associated withGores Holdings V Sponsor LLC . 10.3 Form of Warrant Assignment, Assumption and Amendment Agreement to be entered into by and amongArdagh Metal Packaging S.A. ,Gores Holdings V, Inc. andContinental Stock Transfer & Trust Company , aNew York corporation. 99.1 Press Release issued by the Company onFebruary 23, 2021 . 99.2 Investor Presentation of the Company datedFebruary 23, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* The schedules to this Exhibit have been omitted in accordance with Regulation
S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any
omitted schedule to the
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