Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on
In order to address some of the divestitures anticipated to be required by the
Pursuant to the terms and subject to the conditions set forth in the Asset
Purchase Agreement, contemporaneously with the closing of the Merger and the
other transactions contemplated by the Merger Agreement, FP&P and Rinker will
each sell to Foley certain assets and liabilities associated with reinforced
concrete pipe and precast plants (the "Asset Sale") for an aggregate purchase
price of
The Asset Purchase Agreement contains specified termination rights for the Asset
Sellers and Foley, including, among others, the right to terminate the Asset
Purchase Agreement (i) by either the Foley or the Asset Sellers if the Asset
Sale has not occurred by
Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K, and the documents referred to herein, contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have used the words "approximately," "anticipate," "assume," "believe," "contemplate," "continue," "could," "estimate," "expect," "future," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "will" and similar terms and phrases to identify forward-looking statements. All of our forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we are expecting, including:
•risks related to the consummation of the Merger and the Asset Sale, including the risks that (i) the Merger may not be consummated within the anticipated time period, or at all, (ii) the parties to the Merger may fail to secure the termination or expiration of any waiting period applicable under the HSR Act and (iii) other conditions to the consummation of the Merger under the Merger Agreement or the Asset Sale under the Asset Purchase Agreement may not be satisfied;
•the effects that any termination of the Merger Agreement or the Asset Purchase Agreement may have on the Company or its business, including the risks that the Company's stock price may decline significantly if the Merger or the Asset Sale are not completed, which may have a chilling effect on alternatives to the Merger;
•the risk that a condition to closing of the Merger or Asset Sale may not be satisfied;
•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or the Asset Purchase Agreement; and
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•additional factors discussed in our filings with the
The forward-looking statements contained in this Current Report on Form 8-K are
based on management's current plans, estimates and expectations in light of
information currently available to the Company and are subject to uncertainty
and changes in circumstances. There can be no assurance that future developments
affecting the Company will be those that the Company has anticipated. Actual
results may differ materially from these expectations due to changes in global,
regional or local political, economic, business, competitive, market, regulatory
and other factors, many of which are beyond our control, as well as the other
factors described in Item 1A, "Risk Factors" in the Company's 2020 10-K filed
with the
Additional Information and Where to Find It
In connection with the proposed Merger, on
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 104 Cover Page Interactive Data File - The cover page from the Company's Current Report on Form 8-K filed onDecember 16, 2021 is formatted in Inline XBRL (included as Exhibit 101).
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