Article 1.01. The conclusion of an important definitive agreement.
Securities purchase contract
At
(“Lucky Top” and together with Happy One, the “companies acquired in the United States”); (ix) Mr.
The agreement provides that the company will purchase all of the issued and outstanding equity securities of each of the companies acquired by HK and companies acquired in the United States. Guarantor indirectly holds all of the equity securities of Seller HK, Seller HK holds all equity securities of each of the companies acquired by HK (collectively, the “
In accordance with the Agreement, the Company will pay a global consideration to the Sellers of
The Company, the Acquired Companies and the Vendors have accepted the representations, warranties and covenants customary in the Agreement. Subject to certain limitations, sellers are required to indemnify the company for certain losses resulting from breaches of the representations, warranties and commitments of the acquired companies and the sellers made in the contract and for certain other matters, in each case, as set out in the A deal.
During the period between the date of the Agreement and the Closing (or, if earlier, termination of the Agreement), each of the Sellers, the Hong Kong Acquired Companies and the United States Acquired Companies have agreed , as applicable, to operate in the ordinary course of business in accordance with past practice, and has accepted certain other customary operating commitments, as further detailed in the Agreement. Each of the aforementioned parties has also agreed not to take certain actions prior to closing (or, if earlier, termination of the Agreement) without the prior written consent of the Company.
The Closing is subject to customary conditions, including, but not limited to, (i) the accuracy of the representations and warranties of the parties and the compliance by the parties with the commitments set forth in the Agreement, subject to certain materiality conditions; (ii) the absence of any material adverse effects (as defined in the agreement) on the acquired companies; (iii) the execution and delivery by the parties of ancillary agreements provided for in the Agreement; and (iv) any waiting period (including any extension thereof) applicable to the completion of the transactions contemplated by the Agreement or any related agreement under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 , as amended, and the rules and regulations promulgated hereunder, having expired or terminated.
The Agreement provides customary termination rights for the Company and the Representative (on behalf of the Sellers), including, among other reasons for termination, if Closing has not taken place on or before
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The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 2.1 to this current Report on Form 8-K and is incorporated herein by reference. The agreement has been attached to this current report on Form 8-K to provide investors with information regarding its terms. The Agreement is not intended to provide other factual information about any of the parties to the Agreement or any of their respective subsidiaries or affiliates. Representations, warranties and undertakings contained in the Agreement have been made solely for the purposes of the Agreement on the specific dates set forth therein, were solely for the benefit of the parties to the Agreement, may be subject to significant restrictions and limitations as may be agreed upon by the parties for the purpose of spreading the contractual risk among those parties to the Agreement instead of establishing such matters as facts, and may be subject to materiality standards applicable to those contracting parties which differ from those applicable to investors. In addition, the assertions contained in the representations and warranties contained in the Agreement are qualified by the information contained in the confidential disclosure schedules provided by the Acquired Companies and the Sellers to the Company in connection with the signing of the Agreement. Investors should not rely on any representations, warranties and covenants or any description thereof as characterizations of the actual state of affairs or the condition of the parties to the agreement or any of their subsidiaries. or respective affiliates and investors should consider the information contained in the Agreement in conjunction with all factual information regarding the Company, if any, in its public reports filed with the
Funding commitment
As part of the conclusion of the Agreement, the
Article 7.01. FD Regulation Disclosure.
At
Also on
Article 9.01. Financial statements and supporting documents.
(d) Exhibits.
Exhibit
No. Description
2.1* Securities Purchase Agreement, dated as of December 22, 2021, by and among:
(i) Crocs, Inc.; (ii) Full Fortune Wealth Limited; (iii) Mr. Daniele Guidi;
(iv) Full Fortune Intellectual Limited; (v) Full Fortune Worldwide Limited;
(vi) Full Fortune Online Limited; (vii) Happy One LLC; (viii) Lucky Top Inc.;
(ix) Mr. Alessandro Rosano; and (x) Full Fortune Wealth Limited, in its
capacity as representative and agent for Sellers.
99.1 Crocs, Inc. press release dated December 23, 2021.
99.2 Crocs, Inc. investor presentation dated December 2 3 , 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The Company agrees to furnish supplementally to the
Securities and Exchange Commission a copy of any omitted exhibits or
schedules upon request; provided that the Company may request confidential
treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
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