Item 1.01 Entry into a Material Definitive Agreement.
Second Amendment to Merger Agreement
On
The Second Amendment (a) reduces the size of the board of directors of AMCI
following the closing of the transactions contemplated by the Merger Agreement
(the "Closing") from nine members to seven members (and eliminates one designee
to the post-Closing AMCI board of directors by each of AMCI and Advent), (b)
increases the amount of aggregate cash bonus payments to be made in connection
with Closing to certain members of Advent's management team from
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.3 and is incorporated herein by reference.
Additional Information
In connection with the proposed business combination between AMCI and Advent in
accordance with the Merger Agreement (the "Transaction"), AMCI has filed with
the
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Forward-Looking Statements
Certain statements made herein contain, and certain oral statements made by
representatives of AMCI and Advent and their respective affiliates, from time to
time may contain, "forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995.
AMCI's and Advent's actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will,"
"could," "should," "believes," "predicts," "potential," "might" and "continues,"
and similar expressions that predict or indicate future events or trends or that
are not statements of historical matters are intended to identify such
forward-looking statements. These forward-looking statements reflect the
current analysis of existing information and are subject to various risks and
uncertainties. As a result, caution must be exercised in relying on
forward-looking statements. Due to known and unknown risks, actual results may
differ materially from AMCI's or Advent's expectations or projections. The
following factors, among others, could cause actual results to differ materially
from those described in these forward-looking statements: (i) the occurrence of
any event, change or other circumstances that could give rise to the termination
of the Merger Agreement; (ii) the ability of AMCI to meet Nasdaq listing
standards following the Transaction and in connection with the consummation
thereof; (iii) the inability to complete the Transaction due to the failure to
obtain approval of the stockholders of AMCI or Advent or other reasons; (iv) the
failure to meet the minimum cash requirements of the Merger Agreement due to
AMCI stockholder redemptions and the failure to obtain replacement financing;
(v) the failure to meet projected development and production targets; (vi) costs
related to the proposed Transaction; (vii) changes in applicable laws or
regulations; (viii) the ability of the combined company to meet its financial
and strategic goals, due to, among other things, competition, the ability of the
combined company to pursue a growth strategy and manage growth profitability;
(ix) the possibility that the combined company may be adversely affected by
other economic, business, and/or competitive factors; (x) the effect of the
COVID-19 pandemic on AMCI and Advent and their ability to consummate the
Transaction; and (xi) other risks and uncertainties described herein, as well as
those risks and uncertainties discussed from time to time in other reports and
other public filings with the
Participants in the Solicitation
AMCI and Advent and certain of their respective directors, executive officers,
other members of management and employees, under
No Offer or Solicitation
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
into this Item 7.01 by reference is an updated investor presentation as of
The Updated Investor Presentation is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.3 Second Amendment to Agreement and Plan of Merger, dated as ofDecember 31, 2020 , by and among AMCI, Merger Sub, the Purchaser Representative, Advent, and the Seller Representative. 99.1 Updated Investor Presentation, datedJanuary 2021 . 3
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