Section 1.01 Entering into a Material Definitive Agreement
Exempt Company (“Silver Crest”), has entered into Amendment No. 1 (the “Amendment”) to the previously disclosed merger agreement and plan (the “Merger Agreement”), dated
Pursuant to the Amendment, Silver Crest, THIL and Merger Sub have agreed to extend the Termination Date (as defined in the Merger Agreement) to
This description is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the current Report on Form 8-K/A filed by Silver Crest with the
Item 8.01 Other Events
As part of the proposed business combination, THIL has filed with the
This current report on Form 8-K shall not be deemed an admission as to the materiality of any information contained in this Section 8.01.
Additional information and where to find it
This current report on Form 8-K does not contain all of the information to consider regarding the proposed business combination between Silver Crest, THIL and Merger Sub. It does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, securities, and there will be no sale of securities in any jurisdiction in which such an offer, sale or trade would be illegal prior to registration. or qualification under the securities laws of such jurisdiction. It is not intended to form the basis of an investment decision or any other decision regarding the proposed business combination. As part of the proposed business combination, THIL has filed with the
THE INVESTMENT IN THE SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY, NOR HAS ANY AUTHORITY APPROVED OR APPROVED THE MERITS OF THE OFFER OR THE ACCURACY OR RELEVANCE OF INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the solicitation
Silver Crest, THIL and their respective directors and officers, other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of the
No Offer or Solicitation
This current report on Form 8-K is not a proxy statement or a solicitation of power of attorney, consent or authorization with respect to any security or with respect to the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy the securities of THIL or Silver Crest, and there will be no sale of such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of such state or jurisdiction. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended.
Legend for forward-looking statements
This current report on Form 8-K contains certain forward-looking statements within the meaning of federal securities laws with respect to the proposed transaction between THIL and Silver Crest. These forward-looking statements are generally identified by the words “believe”, “project”, “expect”, “anticipate”, “estimate”, “intend”, “strategy”, “future”, “opportunity “, “plan,” “may,” “should,” “will,” “would,” “will,” “continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and “other statements regarding future events that are based on current expectations and assumptions and, therefore, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements contained in this document, including, but not limited to: (i) the risk that the transaction will not be completed in a timely manner or at all, which could have an adverse effect on the price of the securities of Silver Crest, (ii) the risk that the the transaction not being completed by Silver Crest’s business combination deadline and the potential inability to obtain an extension of the business combination deadline if requested by Silver Crest, (iii) the inability to satisfy the conditions to complete the transaction, including adoption of the merger agreement by Silver Crest shareholders, satisfaction of the minimum amount of the trust account following redemptions by Silver Crest public shareholders and obtaining certain governmental and regulatory approvals, (iv) the absence of a third-party assessment to determine whether or not to proceed with the proposed transaction, (v) the occurrence of any event, change or other circumstance that could cause result in termination of the Merger Agreement, (vi) the effect of the announcement or expectation of the transaction on THIL’s business relationships, results of operations and business generally, ( vii) the risks that the proposed transaction will disrupt THIL’s current plans and operations and potential difficulties in retaining THIL employees as a result of the transaction, (viii) the outcome of any legal proceedings that may be brought against THIL or against Silver Crest with respect to the merger agreement or proposed transaction, (ix) the ability to obtain approval for listing or to maintain listing of THIL’s securities on a national stock exchange, (x) the price of Silver Crest securities may be volatile due to a variety of factors, including changes in the competitive and regulated industries in which THIL operates, variations in operating performance between competitors, changes in laws and regulations affecting THIL’s business, the inability of THIL to implement its business plan or meet or exceed its financial projections and changes in the ownership structure combination, (xi) the ability to implement business plans, forecasts and other expectations after completion of the proposed transaction, and to identify and realize opportunities, and (xii) the effects of natural disasters, terrorist attacks and the spread and/or reduction of infectious diseases, such as COVID-19, on proposed transactions or the ability to implement business plans, forecasts and other expectations following completion of the contemplated transactions. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Silver Crest’s registration statement on Form S-1 (File No. 333-251655), proxy statement of Powers of Attorney/Joint Prospectus on Form F-4 discussed above and other documents filed by Silver Crest from time to time with the
Section 9.01. Financial statements and supporting documents.
(d) Exhibits 2.1 Amendment No. 1 to Agreement and Plan of Merger, dated as of
January 30, 2022. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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