HILL INTERNATIONAL, INC. Item 1.01. Entry into a Material Definitive Agreement.
Merger Agreement
On
Pursuant to the Amended Agreement, the acquisition of the Company by Parent and
Merger Sub will be accomplished through a one-step merger, as opposed to a
tender offer followed by a merger as contemplated in the Original Agreement. The
Amended Agreement provides that, upon the terms and conditions set forth in the
Amended Agreement and in accordance with the General Corporation Law of the
At the effective time of the Merger (the "Effective Time"), each share of common
stock, par value
The Company's Board of Directors (the "Board") has unanimously (i) determined that the Amended Agreement, the Merger and the other transactions contemplated thereby (collectively with the Merger, the "Transactions") are advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved the execution, delivery and performance by the Company of the Amended Agreement and the consummation of the Transactions, and (iii) recommended that the Company's stockholders approve the adoption of the Amended Agreement (the "Company Board Recommendation"), subject to the right of the Board to withdraw or modify its recommendation in accordance with the terms of the Amended Agreement.
The consummation of the Merger is subject to certain customary closing conditions, including, but not limited to, (i) the receipt of the affirmative vote of the holders of a majority of the outstanding shares of the Company Common Stock represented and entitled to vote at a duly held meeting of the Company's stockholders in favor of the adoption of the Amended Agreement (the "Company Stockholder Approval"); (ii) expiration or termination of any waiting periods applicable to the consummation of the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of consent or authorization under certain foreign antitrust laws; and (iii) the absence of any order that has the effect of preventing, making illegal or otherwise prohibiting the consummation of the Transactions. The Merger is not subject to any financing condition.
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Under the Amended Agreement, if requested by the Company, Parent and the Company will use their respective commercially reasonable efforts to negotiate and enter into definitive documentation to provide interim capital to the Company.
The Amended Agreement contains certain mutual termination rights that either the
Company or Parent may exercise, including the right for either party to
terminate the Amended Agreement (1) if the Merger is not consummated on or
before on or before
All other material terms of the Original Agreement, which was previously filed
by the Company as Exhibit 2.1 to the Current Report on Form 8-K filed with the
The foregoing description of the Amended Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended Agreement, which is attached hereto as Exhibit 2.1, and the terms of the Amended Agreement is incorporated herein by reference.
The Amended Agreement contains representations, warranties and covenants that the respective parties made to each other as of the dates specified therein. The assertions embodied in those representations, warranties and covenants were made, or will be made, for purposes of the contracts among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreements. The representations, warranties and covenants in the Amended Agreement are also modified in important part by the disclosure schedule delivered by the Company and not filed publicly and which may be subject to a contractual standard of materiality different from that generally applicable to stockholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. The Company does not believe that the disclosure schedule contains information that is material to an investment decision. Investors are not third-party beneficiaries under the Amended Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective affiliates.
Support Agreement
As disclosed in the Current Report on Form 8-K filed by the Company with the
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The foregoing description of the New Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New Support Agreement, which is attached hereto as Exhibit 10.1, and the terms of the New Support Agreement is incorporated herein by reference.
Item 8.01 Other Events
On
Additional Information about the Transactions and Where to Find It
In connection with the Transactions, the Company expects to file a proxy
statement (the "Proxy Statement") as well as other relevant materials, with the
Participants in the Solicitation of Proxies in Connection with the Transactions
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the Transactions.
Information regarding the Company's directors and executive officers, including
a description of their direct and indirect interests in the Transactions by
security holdings or otherwise, will be contained in the Proxy Statement. The
Company's stockholders may obtain additional information regarding the direct
and indirect interests of the participants in the solicitation of proxies in
connection with the Transactions, including the direct and indirect interests of
the Company's directors and executive officers in the Transactions, which may be
different than those of the Company's stockholders generally, by reading the
Proxy Statement and any other relevant documents (including any registration
statement, prospectus, proxy statement and other relevant materials to be filed
with the
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Forward-Looking Statements
Certain statements in this Current Report on Form 8-K are "forward-looking statements." These statements relate to future events or the Company's future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "will," "could," "would," "should," "expect," "forecast," "plan," "anticipate," "intend," "believe," "estimate," "poised," "predict," "potential" or the negative of those terms or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company's control, including, among others, risks relating to: changes in facts and circumstances and other risks, uncertainties and assumptions concerning the Merger, including whether the Merger will consummate, the timing of the consummation of the Merger, strategic and other potential benefits of the Transactions, the ability of the parties to satisfy the various conditions to the consummation of the Merger, including the outcome of the regulatory reviews of the Transactions, the ability of the parties to comply with their respective obligations in the Amended Agreement, the potential effects of the Transactions, the outcome of legal proceedings (if any) that may be instituted against the Company, Parent or Merger Sub (or any of their respective affiliates) and/or others related to the Transactions, unexpected costs or unexpected liabilities that may result from the Transactions (whether or not consummated), the possibility that competing offers will be made, the occurrence of any event, change or other circumstance that could give rise to the termination of the Amended Agreement, including in circumstances which would require the Company to pay a termination fee or other expenses, the effects of disruption from the announcement or pendency of the Transactions making it more difficult to maintain relationships with employees, customers, suppliers, and other business partners of the Company, potential diversion of management's attention from the Company's ongoing business operations, the impact of the COVID-19 pandemic and its impact on the Company's operation, and other general risks facing the Company's business and operations.
When considering forward-looking statements, investors should keep in mind the
risk factors and other cautionary statements set forth in the Company's Annual
Report on Form 10-K and Quarterly Reports on Form 10-Q and the other reports
that the Company files with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1* Amended and Restated Agreement and Plan of Merger, dated as of
August 26, 2022 , among Hill International, Inc. , Global Infrastructure
Solutions Inc. and Liberty Acquisition Sub Inc.
10.1* Support Agreement, dated as of August 26, 2022 , among Global
Infrastructure Solutions Inc. , Liberty Acquisition Sub Inc. and certain
stockholders of Hill International, Inc. named therein.
99.1 Joint Press Release, dated August 27, 2022 .
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document).
* The Company Disclosure Schedule and other Schedules attached to the Amended Agreement and the New Support Agreement, as applicable, have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
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