Article 7.01. FD Regulation Disclosure.
Information provided under this Section 7.01, including Exhibit 99.1, will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference. in a registration statement. filed by Westlake under the Securities Act of 1933, as amended, unless specifically identified as incorporated therein.
Item 8.01. Other Events.
(the âTransactionâ), subject to certain closing date adjustments as set out in the Purchase Agreement.
The Transaction is expected to close in the second half of 2021, subject to the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (âHSR â), And other closing conditions.
The foregoing description of the purchase contract and the transactions contemplated by it does not claim to be complete. A copy of the purchase contract will be deposited with the
The Purchase Agreement is not intended to provide other factual information about NAPCO, the Seller or any of their respective subsidiaries or affiliates. In particular, the representations and warranties, including the representations contained therein, contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement on the specific dates contained therein, were solely for the benefit of the parties to the purchase contract, may be subject to limitations agreed by the parties to the purchase contract. Certain representations and warranties in the purchase contract may be subject to a materiality standard provided in the purchase contract that differs from those applicable to investors and have been used for the purpose of spreading risk between the parties, rather than ‘establish facts. Investors should not rely on any representations, warranties and covenants or any description thereof as characterizations of the actual state of affairs or condition of NAPCO, the Seller or any of their affiliates or respective affiliates. In addition, information regarding the subject matter of representations and warranties may change after the date of the purchase agreement, which subsequent information may or may not be fully reflected in public disclosures by Westlake or Aalberts. Investors should read the Purchase Agreement as well as other information that Westlake publicly files in reports and statements with the
Statements in this current report on Form 8-K that are not historical statements, including statements regarding the closing of the proposed transaction and whether the required regulatory approval will be obtained, are forward-looking statements within the meaning of federal law. on securities. These forward-looking statements are subject to significant risks and uncertainties, many of which are beyond Westlake’s control. Actual results could differ materially, depending on factors including, but not limited to: the timing of the completion of the proposed transaction; the conditions for closing the Proposed Transaction may not be met or the closing of the Proposed Transaction may not otherwise take place; the risk that HSR approval will not be obtained or that it will be obtained under unexpected conditions; the diversion of management time on transaction-related issues; the timing, outcome and ultimate results of the integration of LASCO operations and the ultimate outcome of Westlake operational efficiencies applied to
LASCO products and services; the effects of the proposed transaction, including the future financial condition of the combined company, results of operations, strategy and plans; synergies and other benefits expected from the proposed transaction and Westlake’s ability to realize these synergies and other benefits; and other risks and uncertainties described in Westlake’s annual report on Form 10-K for the year ended
Article 9.01. Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description 99.1 Press Release dated
July 6, 2021. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
Â© Edgar online, source