TIDMTOT
RNS Number : 0626Z
Total Produce Plc
19 May 2021
19 May 2021
Total Produce plc
Publication of the Scheme of Arrangement Circular in respect of
combination with Dole Food Company, IPO of Dole plc, Scheme Meeting
and EGM
Following the announcement o n 17 February 2021 of the agreement
( together with the amendment dated 23 April 2021, the "Transaction
Agreement") to combine Total Produce plc ("Total Produce" or the
"Company") with Dole Food Company, Inc. ("Dole Food Company" or
"Dole Food") and become publicly listed in the U.S., Total Produce
confirms that the Scheme of Arrangement Circular (the "Circular")
is now available to view on the Company's website
https://investors.totalproduce.com/circular-2021 .
The Circular includes the Notices convening the Scheme Meeting
and EGM, which will be held at 29 North Anne Street, Dublin 7, D07
PH36, Ireland on 17 June 2021. The Scheme Meeting will start at
11.00 a.m. (Irish time) and the EGM will start at 11.15 a.m. (or,
if later, as soon as is practicable thereafter as the Scheme
Meeting, convened for the same date and place, has concluded or has
been adjourned).
Expected Timetable of Principal Events
The following dates are provided by way of indicative guidance
only, are subject to change and will depend, amongst other things,
on the date on which certain conditions to the Scheme are satisfied
or, if capable of waiver, waived and on the date on which the High
Court of Ireland sanctions the Scheme of Arrangement. Total Produce
will give adequate notice of all of these dates, when known, by
issuing an announcement through a Regulatory Information Service.
Further updates or changes to other times or dates indicated below
shall, at Total Produce's discretion, be notified in the same
way.
Event Time Date
Voting Record Time Close of business 13 June 2021
Deadline for receipt of written 11.15 a.m. 15 June 2021
questions in advance of the Extraordinary
General Meeting
Scheme Meeting 11.00 a.m. 17 June 2021
Extraordinary General Meeting 11.15 a.m. 17 June 2021
Expected Completion Date Late July 2021
Expected last day of dealings The earlier of
in Total Produce shares two days before
Completion Date
or the last trading
day prior to
the Completion
Date
Cancellation of the Euronext Growth Late July 2021
listing of Total Produce shares
by Euronext Dublin and the cancellation
of the AIM listing of Total Produce
shares by the London Stock Exchange
Expected settlement of share consideration Late July 2021
due under the Scheme
All times shown are a reference to times in Ireland unless
otherwise stated.
Background
On 17 February 2021, Total Produce, Dole Food Company, and
affiliates of Castle & Cooke, Inc. (the "C&C
Shareholders"), which own a 55% interest in DFC Holdings, LLC ("DFC
Holdings"), which is the parent company of Dole Food, announced
that they had entered into a binding Transaction Agreement to
combine under a newly created, Irish-incorporated, U.S. listed
company, Dole plc (the "Transaction").
Implementation of the Transaction Agreement requires the
approvals of certain resolutions as explained in the Scheme
Circular, which has been published on the Company's website.
Terms of the Transaction
Under the terms of the Transaction Agreement, Total Produce and
Dole Food Company will combine under Dole plc, an Irish
incorporated company, which will seek a listing on a major U.S.
stock exchange (now determined to be the New York Stock Exchange)
immediately thereafter. Upon completion of the Transaction, Total
Produce's existing listings on the Euronext Dublin and the London
Stock Exchange will be discontinued (the "Delistings").
Subject to the adoption of a mandatory share exchange mechanism
by the approval of a scheme of arrangement (the "Scheme of
Arrangement"), the Board of Total Produce will be authorised to
implement a share exchange so that all shares in Total Produce will
be exchanged for new shares in Dole plc on the basis of seven Total
Produce shares for one Ordinary Share in Dole plc (the "Share
Exchange"). The Share Exchange will result in Total Produce
shareholders holding 82.5% of the issued share capital of Dole plc
on a fully diluted basis immediately prior to the completion of the
Transaction. Simultaneously, DFC Holdings will combine with a
subsidiary of Dole plc, whereby the C&C Shareholders (the
owners of the 55% interest in DFC Holdings not currently owned by
Total Produce) will receive Ordinary Shares in Dole plc equivalent
to 17.5% of the issued share capital of Dole plc on a fully diluted
basis immediately prior to the completion of the Transaction (the
"Merger"). As a result, of the Merger and related transactions,
Dole Food Company will become an indirect, wholly owned subsidiary
of Dole plc.
In accordance with the terms of the Transaction Agreement, as
soon as possible following completion of the Share Exchange and the
Merger, Dole plc is required to undertake an Initial Public
Offering ("IPO") and a related listing on a major U.S. stock
exchange (now determined to be the New York Stock Exchange). In
connection with the Transaction, Dole plc intends to raise equity
capital with a target amount of between US$500 million and US$700
million. Immediately following the IPO and based on the assumptions
regarding size and pricing of the IPO as set out in the Scheme
Circular (entitled "Expected Ownership of Dole plc following
Completion of the Transaction"), existing Total Produce
Shareholders would hold an aggregate shareholding of 55% of Dole
plc on a fully diluted basis, and the C&C Shareholders would
hold an aggregate shareholding of 9% of Dole plc on a fully diluted
basis, with the remainder to be held by investors participating in
the IPO equity capital raise.
The actual shareholding percentages held by each of these
classes of shareholders will depend on the actual IPO price and the
actual amount of new equity capital which is raised.
Regarding the IPO, the parties to the Transaction Agreement have
agreed to the following conditions with the objective to support
and protect the value proposition of the Transaction to the
existing Total Produce Shareholders and the C&C Shareholders as
well as enable the C&C Shareholders to realise liquidity for a
portion of their holdings in the Transaction:
-- The IPO achieving a price per Dole plc share such that the
17.5% of Ordinary Shares in Dole plc to be held by the C&C
Shareholders on a fully diluted basis immediately prior to the IPO
have an aggregate value of at least US$215 million (the "Valuation
Floor"). The Valuation Floor implies a valuation of Dole plc of
approximately 7.7x 2020 EV / Adjusted EBITDA (7.1x including
targeted synergies), which the Board of Directors of Total Produce
believes is meaningfully below the valuation levels observed in
public markets for comparable companies. This implied valuation is
dependent on the assumptions explained in Part 9 ( Description of
Certain Indebtedness, Expected Ownership and Implied Valuation ) of
the Scheme Circular.
-- The C&C Shareholders achieving net proceeds of at least
US$50 million in the sale of shares on a secondary basis in
conjunction with the IPO (the "Minimum Secondary"). In accordance
with the Transaction Agreement, further sales of Ordinary Shares in
Dole plc by the Directors of Dole plc and the C&C Shareholders
post completion of the Transaction will be subject to customary
lock-up provisions.
In order to meet the Valuation Floor condition, the implied
price of Total Produce shares at the IPO date must be at least
EUR2.17 per share. The closing share price of Total Produce shares
on 18 May 2021 exceeded this value. The Valuation Floor and Minimum
Secondary conditions can be waived by the Board of Total Produce
and the C&C Shareholders by mutual consent at any time prior to
Completion.
Completion of the IPO will occur as soon as is practicable
following completion of the Share Exchange and the Merger, subject
to market conditions. The Transaction also remains subject to
regulatory approvals in a limited number of jurisdictions and other
conditions and approvals customary to a transaction of this
nature.
Rationale for the Transaction
The Transaction will simplify the existing relationship
structure between the two companies by unifying Dole Food Company
and Total Produce under common ownership. This will allow for full
operational integration, the realisation of targeted synergies and
value creation across the combined business. The new structure will
build upon the successful existing relationship between the two
companies and thereby facilitate strategic alignment and
operational agility across the whole organization.
The Transaction also creates the potential for significant
synergies, cost efficiencies and a platform to pursue growth from a
broader set of available commercial opportunities:
-- The Board expects Dole plc to deliver Adjusted EBITDA
synergies of between US$30 million and US$40 million over the
medium term, largely through expansion and cost optimization
opportunities across products, regions, sourcing and the supply
chain.
The combination of the Total Produce Group and the Dole Food
Company under the ownership of Dole plc (the "Enlarged Group") will
result in increased footprint and brands. The Board expects the
Enlarged Group to further its market penetration, to expand into
growth product categories and to utilise a greater network of
relationships across customers, distributors, suppliers, growers
and shippers. This will allow the Enlarged Group to capitalise on a
greater opportunity set in the produce industry.
[1] The difference to the equivalent figure of EUR2.15 per share
in the announcement dated 17 February 2021 is mainly due to FX
movements
-- The Transaction unlocks potential across the value chain,
combining Dole Food Company's vertically integrated business model
and asset base with the Company's flexible and agile service and
distribution structure.
-- Dole plc will benefit from greater supply chain efficiencies,
utilising a strategically valuable, estimated combined 2020 total
asset base of approximately US$4.7 billion. As of 31 March 2021,
assets include over 109,000 acres of farms and other land holdings
around the world, a fleet of 16 refrigerated ships, 16,400
refrigerated containers and more than 250 facilities globally,
including 5 salad manufacturing plants, more than 10 cold storage
facilities, in excess of 75 packing houses and more than 160
distribution and manufacturing facilities.
By strengthening the combined balance sheet, the Transaction is
expected to allow for future development opportunities:
-- In accordance with the Transaction Agreement, Dole plc
intends to target a primary equity capital raise of between US$500
and US$700 million, which will be primarily used to pay down debt
and which will, in turn, significantly de-lever the combined
balance sheet. The Company is targeting net leverage of
approximately 3x estimated combined net debt to Adjusted
EBITDA.
-- This strong foundation will allow the Enlarged Group to
invest in future corporate acquisitions in addition to investing in
organic and development opportunities. It positions the Enlarged
Group to achieve sustainable long-term growth.
Dole plc Business Profile and Growth Opportunity
The Transaction will create the premier global #1 in fresh
produce, with a superior footprint and leadership positions across
attractive categories:
-- With estimated combined 2020 Adjusted Revenue (see definition
in Part 7 of the Circular) of approximately US$9.7 billion, the
Board estimates that the Enlarged Group will be approximately two
times larger than its nearest competitor. It will have leadership
positions in the supply of produce from cultivation to end
markets.
-- Dole plc will have greater diversity across products, deep
relationships with customers and suppliers and avail itself of more
operational efficiencies.
-- Dole plc will have a well-balanced portfolio with leadership
positions in stable categories such as bananas, pineapples and
fresh vegetables, combined with an increased presence in attractive
growth categories such as berries and avocados, while building upon
its current position in organic produce.
The Transaction enhances the overall resilience of the business
with complementary core capabilities and a highly diversified
presence across categories and geographies:
-- The combined product portfolio of Dole plc is amongst one of
the most diversified in the produce industry.
-- Dole Food Company's iconic DOLE brand, is a strategic asset
which Dole plc will continue to develop, and complements Total
Produce's business-to-business brands. Its on-the-ground
capabilities in category management and innovation are delivered on
a combined basis from more than 250 facilities globally.
-- Total Produce's presence across the European continent, in
addition to its growing presence in North America, complements Dole
Food Company's deep heritage in the Americas and together with its
existing footprint in Europe and South Africa will result in a
well-balanced geographic footprint and significantly enhanced
global customer insights.
-- Dole plc's global sourcing and control over its shipping and
distribution networks will provide operating flexibility and
product availability throughout the year, utilising own production
capabilities and strong supplier relationships.
-- As a result of Dole plc's expanded sourcing and distribution
network, Dole plc will have enhanced capabilities to create value
from cultivation to market, strengthening and enhancing its
partnerships with customers and be best placed to respond to meet
customer demands and requirements .
The Enlarged Group is also expected to benefit from consumer
trends towards healthier and more natural foods in a sector
well-aligned with sustainability and ESG themes and objectives:
-- The fresh produce category provides highly nutritious
products and has the lowest ecological, water and carbon footprints
compared to other food categories (source Euromonitor, Barilla
Centre for Food and Nutrition Foundation).
-- The sector is expected to provide sustainable and highly
resilient long-term growth due to the increasing demand from
environmentally and socially conscious consumers for healthier
foods and innovative convenience meal solutions produced more
sustainably.
-- Both Total Produce and Dole Food Company have been at the forefront of driving positive environmental and social change across the industry and Dole plc will continue to pursue ambitious 2025 and 2030 sustainability, environmental, ethical and social and economic targets.
The Board believes Dole plc will have long-term organic growth
potential of 2%-3% p.a., enhanced further by corporate acquisitions
and development opportunities. Dole plc's earnings stability will
be supported by increased diversification and by an integrated
supply chain, with a long-term target to achieve 5%-7% Adjusted
EBITDA growth p.a., supported by synergies, efficiencies,
acquisitions and development opportunities. Dole plc's principal
capital allocation priorities are reinvesting into the existing
business, pursuing external growth opportunities and returning cash
to the holders of its ordinary shares, including in the form of
cash dividends. Total Produce has a long history of paying regular
interim and final cash dividends to its shareholders. Following
completion, Dole plc intends to pay quarterly cash dividends on our
ordinary shares at a level consistent with Total Produce's
historical dividend track record. Dole plc's ability to pay
dividends in the future will depend upon many factors, including
our financial condition, financial results, other capital
requirements, restrictions in our debt agreements and any other
factors that are deemed relevant by our Board of Directors. The
declaration, amount and timing of payment of any future dividends
will therefore be subject to the recommendation of the Directors
based on their assessment of these factors at the time.
Management and Governance
The management teams of Total Produce and Dole Food Company,
each of which have long and extensive experience in the fresh
produce sector, will continue to operate the combined business.
Dole plc will continue to service customers with high quality
premium food products as each of Total Produce and Dole Food
Company have done heretofore.
The Enlarged Group, operating under the DOLE brand, will have
its Global Headquarters in Dublin and its Headquarters for the
Americas will be in Charlotte, North Carolina.
The composition of the Board of Directors of Dole plc at
completion will be in line with SEC rules and the corporate
governance standards of the New York Stock Exchange. The Total
Produce directors shall become Directors of Dole plc alongside
newly appointed directors Tim George, Johan Lindén and Jimmy
Tolan.
The Board of Directors of Dole plc will consist of: Carl McCann
(Chair), Rory Byrne (Chief Executive Officer), Johan Lindén (Chief
Operating Officer), Frank Davis (Chief Financial Officer), and
Non-executive Directors Tim George, Imelda Hurley, Rose Hynes,
Michael Meghen, Helen Nolan, Jimmy Tolan and Kevin Toland.
In addition to the above appointments to the Board of Directors
of Dole plc, the following senior executive management appointments
will be effected upon completion of the Transaction: Johan
Malmqvist, current Chief Financial Officer of Dole Food Company,
will become Executive-VP Finance of Dole plc; Jacinta Devine,
current Company Secretary of Total Produce, will become Company
Secretary of Dole plc; and Jared Gale, current General Counsel of
Dole Food Company, will become Chief Legal Officer of Dole plc.
As of Completion, Dole plc intends to comply with the corporate
governance standards generally applicable to U.S. domestic
companies listed on the NYSE.
Following the Transaction, Dole plc will report its financial
statements in US$ under U.S. GAAP and publish financial statements
on a quarterly basis in line with U.S. publicly listed
companies.
Balance Sheet, Debt Financing and Pre-Completion Dividend
It is intended that Dole plc will target a primary equity
capital raise of between US$500 million and US$700 million, which
will be used to repay debt and for general corporate purposes. This
would enable Dole plc to significantly de-lever the combined
balance sheets and target net leverage of approximately 3x
estimated combined net debt / Adjusted EBITDA. This would in turn
result in a long-term sustainable capitalization of Dole plc and
create a strong foundation facilitating investing in organic and
development opportunities in a structurally fragmented and growing
market.
On 26 March 2021, Total Produce and certain of its subsidiaries
entered into a new credit agreement which provides for a $500
million five-year committed multi-currency senior secured revolving
credit facility to Total Produce and certain of its subsidiary
co-borrowers ("Revolving Credit Facility"). The credit agreement
also provides for a $940 million seven-year U.S. dollar senior
secured term loan facility to be available upon the consummation of
certain conditions provided therein, including the completion of
the Transaction (the "Term Loan B Facility"). The Credit Agreement
is expected to be amended to provide for an increase in the
Revolving Credit Facility to $600 million, a decrease in the Term
Loan B Facility to $540 million and a new $300 million five-year
U.S. dollar senior secured term loan A facility (the "Term Loan A
Facility" and, together with the Term Loan B Facility, the "Term
Loan Facilities"). The Revolving Credit Facility and the Term Loan
Facilities will be syndicated. Proceeds of the Term Loan Facilities
will be used to refinance certain Dole Food Company's existing
credit facilities and senior secured notes, and certain bilateral
facilities of the Company will be terminated. Overall, this is
expected to provide a long-term sustainable capitalization for Dole
plc, creating a stronger balance sheet which is expected to enhance
Dole plc's credit profile, and lowering its average cost of capital
going forward.
On 22 April, 2021, it was announced that the Board had resolved
to pay a final dividend of 2.770 cent per share for the year ending
31 December 2020. This dividend will be paid on 28 May 2021 to
shareholders on the Register of Members at the close of business on
30 April 2021. The ex-dividend date will be 29 April 2021 with a
currency election date of 5 May 2021, 12.00 noon GMT.
The Conditions
The Transaction is conditional, amongst other things, on the
Scheme being approved. The conditions to the Transaction and the
Scheme are set out in full in Part 5 (Conditions to and further
terms of the Scheme and the Transaction) of the Scheme Circular.
The implementation of the Scheme is conditional, amongst other
things, upon:
-- at is required by section 449(1) of the Companies Act 2014
(as amended by section 1087D of the Withdrawal of the United
Kingdom from the European Union (Consequential Provisions) Act
2020) the resolution to approve the Scheme must be approved by a
majority representing at least 75 per cent in value of the members
present and voting either in person or by proxy at the Scheme
Meeting. The quorum for the Scheme Meeting is at least two persons
holding or representing by proxy at least one-third in nominal
value of the issued shares in the Company;
-- the approval of the EGM Scheme Resolutions;
-- the sanction of the Scheme by the High Court of Ireland;
-- to the extent that the Transaction or its implementation
constitutes a concentration within the scope of the EU Merger
Regulation or is otherwise a concentration that is subject to the
EU Merger Regulation, the European Commission deciding that it does
not intend to initiate any proceedings under Article 6(1)(c) of the
EU Merger Regulation in respect of the Transaction or to refer the
Transaction (or any aspect of the Transaction) to a competent
authority of an EEA member state under Article 9(1) of the EU
Merger Regulation or otherwise deciding that the Transaction is
compatible with the common market pursuant to Article 6(1)(b) of
the EU Merger Regulation;
-- the Valuation Floor and Minimum Secondary conditions being
satisfied or waived by Total Produce and the C&C Shareholders
by mutual consent at any time prior to Completion;
-- the Ordinary Shares in Dole plc being approved for listing on
the New York Stock Exchange; and
-- the conditions which are not otherwise identified above and
which are set out in full in Part 5 ( Conditions to and further
terms of the Scheme and the Transaction ) of the Scheme Circular
being satisfied or waived on or before the sanction of the Scheme
of Arrangement by the High Court of Ireland.
The Scheme must become effective by not later than 15 November
2021 or such later date as the C&C Shareholders and Total
Produce may (if required) agree and the High Court may allow,
otherwise the Transaction will not proceed.
Additional information about today's Announcement can be found
in the Scheme of Arrangement Circular that is available to view on
the Company's website
https://investors.totalproduce.com/circular-2021
Enquiries
Brian Bell, Wilson Hartnell PR
brian.bell@ogilvy.com
+ 353-1-669 0030
Blake Sonnenshein, Brunswick Group
bsonnenshein@brunswickgroup.com
+1 212 333 3810
Elizabeth Volpe, Brunswick Group
evolpe@brunswickgroup.com
+ 1 212 333 3810
Important Notice
This Announcement has been issued by and is the sole
responsibility of Total Produce. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Goldman Sachs International or Davy or by any of their respective
affiliates or agents as to or in relation to, the accuracy or
completeness of this Announcement or any other written or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed. The distribution of this Announcement may be
restricted by law in certain jurisdictions and persons into whose
possession this Announcement, or other information referred to
herein, comes should inform 12 themselves about and observe any
such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction. Statements in this Announcement with respect to Dole
plc, the Transaction, the IPO, the equity capital raise and other
transactions described in this Announcement, and with respect to
each of Dole plc's, Total Produce's and Dole Food's business,
strategies, projected financial figures, transaction synergies, and
beliefs, as well as other statements that are not historical facts
are forward-looking statements involving risks and uncertainties
which could cause the actual results to differ materially from such
statements. Statements containing the words "expect", "anticipate"
and similar expressions (or their negative) identify certain of
these forward-looking statements. The forward-looking statements in
this Announcement are based on numerous assumptions regarding the
transactions described in this Announcement and each of Dole plc's,
Total Produce's and Dole Food's present and future business
strategies and the environment in which each of Dole plc, Total
Produce and Dole Food will operate in the future. Forward-looking
statements involve inherent known and unknown risks, uncertainties
and contingencies because they relate to events and depend on
circumstances that may or may not occur in the future and may cause
the actual results, performance or achievements to be materially
different from those expressed or implied by such forward-looking
statements. Many of these risks and uncertainties relate to factors
that are beyond each of Dole plc's, Total Produce's and Dole Food's
ability to control or estimate precisely, such as future market
conditions, currency fluctuations, the behaviour of other market
participants, the actions of regulators and other factors such as
each of Dole plc's, Total Produce's and Dole Food's ability to
obtain financing, changes in the political, social and regulatory
framework in which each of Dole plc, Total Produce and Dole Food
operates or in economic, technological or consumer trends or
conditions. Past performance should not be taken as an indication
or guarantee of future results, and no representation or warranty,
express or implied, is made regarding future performance. No person
is under any obligation to update or keep current the information
contained in this Announcement or to provide the recipient of it
with access to any additional information that may arise in
connection with it.
This Announcement includes certain combined financial
information for Dole Food and Total Produce. Such combined
financial information has been prepared by adding historical
financial information of Total Produce and Dole Food and is not
based on a pro forma presentation reflecting pro forma adjustments.
The combined financial information is provided solely for
illustrative purposes, is estimated and preliminary in nature, only
represents current estimates of the potential impact of the
Transaction on Total Produce and remains subject to change. The
underlying figures for Dole Food and Total Produce may not be
prepared on a comparable GAAP basis or on the basis of the same (or
similar) accounting policies. Please note that Dole Food's
underlying historical financial information has been prepared in
accordance with US GAAP and is presented in US dollars. Total
Produce's underlying historical financial information has been
prepared in accordance with IFRS, presented in euro, and has
subsequently been converted in accordance with US GAAP, presented
in US dollars. The combined financial information contained herein
is unaudited and has not been independently verified. No reliance
should be placed on the combined financial information contained in
this Announcement. No statement in this Announcement is intended to
be a profit forecast, and no statement in this Announcement should
be interpreted to mean that earnings per share of Total Produce for
the current or future financial years would necessarily match or
exceed the historical published earnings per share of Total
Produce. The combined financial information and any future
financial metrics, including those giving assumed effect to the
Transaction, in this Announcement constitute forward-looking
statements that are based on assumptions that are inherently
subject to significant uncertainties and contingencies, many of
which are beyond the control of Dole plc, Total Produce
and Dole Food. The assumptions are inherently uncertain and are
subject to a wide variety of significant business, economic and
competitive risks and uncertainties that could cause actual results
to differ materially from those contained in the financial
information or metrics. The inclusion of this information in this
Announcement should not be regarded as an indication that Dole plc,
Total Produce or Dole Food consider this information to be a
reliable prediction 13 of future events. Further, illustrative
presentations are not necessarily based on management projections,
estimates, expectations or targets but are presented for
illustrative purposes only.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority in the United Kingdom and regulated
in the United Kingdom by the Prudential Regulation Authority and by
the Financial Conduct Authority, is acting as exclusive financial
adviser to the Company and no-one else in connection with the IPO
and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the IPO and/or any other matter
referred to in this Announcement.
Davy, which is regulated in Ireland by the Central Bank of
Ireland is acting as Nomad/Euronext Growth Adviser and corporate
broker to the Company and no-one else in connection with the IPO
and is not, and will not be, responsible to anyone other than the
Company for providing the protections afforded to its clients nor
for providing advice in relation to the IPO and/or any other matter
referred to in this Announcement.
This Announcement and any statements made in connection with
this Announcement shall neither constitute an offer to sell nor the
solicitation of an offer to buy any securities, or the solicitation
of any proxy, vote, consent or approval in any jurisdiction in
connection with the proposed business combination, nor shall there
be any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdictions.
This communication is not intended for distribution to, or use by
any person in, any jurisdiction where such distribution or use
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END
SOADGGDULDBDGBI
(END) Dow Jones Newswires
May 19, 2021 02:00 ET (06:00 GMT)
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