Item 8.01. Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedMay 28, 2021 , issued byThe Middleby Corporation
Forward-Looking Statements
This document contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act. Some of these forward-looking statements
can be identified by the use of forward-looking words such as "believes,"
"expects," "may," "will," "should," "seeks," "approximately," "intends,"
"plans," "estimates," "projects," "strategy," or "anticipates," or the negative
of those words or other comparable terminology. Such forward-looking statements,
including those regarding the timing and consummation of the transactions
described herein, involve risks and uncertainties. Middleby's and Welbilt's
experience and results may differ materially from the experience and results
anticipated in such statements. The accuracy of such statements is subject to a
number of risks, uncertainties and assumptions including, but are not limited
to, the following factors: the risk that the conditions to the closing of the
transaction are not satisfied, including the risk that required approvals of the
transaction from the stockholders of Middleby or Welbilt or from regulators are
not obtained; litigation relating to the transaction; uncertainties as to the
timing of the consummation of the transaction and the ability of each party to
consummate the transaction; risks that the proposed transaction disrupts the
current plans or operations of Middleby or Welbilt; the ability of Middleby and
Welbilt to retain and hire key personnel; competitive responses to the proposed
transaction; unexpected costs, charges or expenses resulting from the
transaction; potential adverse reactions or changes to relationships with
customers, suppliers, distributors and other business partners resulting from
the announcement or completion of the transaction; the combined company's
ability to achieve the synergies expected from the transaction, as well as
delays, challenges and expenses associated with integrating the combined
company's existing businesses; the impact of COVID-19 or other public health
crises and any related company or government policies and actions to protect the
health and safety of individuals or government policies or actions to maintain
the functioning of national or global economies and markets; and legislative,
regulatory and economic developments. Other factors that might cause such a
difference include those discussed in Middleby's and Welbilt's filings with the
Additional Information about the Merger and Where to Find It
In connection with the proposed strategic business combination between Middleby
and Welbilt, Middleby has filed with the
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SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders can obtain free copies of the joint proxy
statement/prospectus (when available) and other documents filed with the
the Middleby Investor Relations Department by email at investors@middleby.com or
by phone at (847) 741-3300. Copies of the documents filed with the
Participants in the Solicitation
Middleby and Welbilt and their respective directors and executive officers may
be deemed to be participants in the solicitation of proxies in connection with
the proposed transaction. Information regarding the persons who may, under the
rules of the
No Offer or Solicitation
This document is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
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