Item 8.01 Other Events. Joint Press Release
On
Forward-Looking Statements
This communication relates to a proposed business combination transaction
between Amryt and Chiasma. This communication includes forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements
relate to future events and anticipated results of operations, business
strategies, the anticipated benefits of the proposed transaction, the
anticipated impact of the proposed transaction on the combined company's
business and future financial and operating results, the expected amount and
timing of synergies from the proposed transaction, the anticipated closing date
for the proposed transaction and other aspects of our operations or operating
results. These forward-looking statements generally can be identified by phrases
such as "will," "expects," "anticipates," "foresees," "forecasts," "estimates"
or other words or phrases of similar import. It is uncertain whether any of the
events anticipated by the forward-looking statements will transpire or occur, or
if any of them do, what impact they will have on the results of operations and
financial condition of the combined companies or the price of Amryt or Chiasma
stock. These forward-looking statements involve certain risks and uncertainties,
many of which are beyond the parties' control, that could cause actual results
to differ materially from those indicated in such forward-looking statements,
including but not limited to: the impact of public health crises, such as
pandemics (including coronavirus (COVID-19)) and epidemics and any related
company or government policies and actions to protect the health and safety of
individuals or government policies or actions to maintain the functioning of
national or global economies and markets; the effect of the announcement of the
merger on the ability of Amryt or Chiasma to retain and hire key personnel and
maintain relationships with customers, suppliers and others with whom Amryt or
Chiasma do business, or on Amryt's or Chiasma's operating results and business
generally; risks that the merger disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger; the
outcome of any legal proceedings related to the merger; the ability of the
parties to consummate the proposed transaction on a timely basis or at all; the
satisfaction of the conditions precedent to consummation of the proposed
transaction, including the ability to secure regulatory approvals on the terms
expected, at all or in a timely manner; the ability of Amryt to successfully
integrate Chiasma's operations; the ability of Amryt to implement its plans,
forecasts and other expectations with respect to Amryt's business after the
completion of the transaction and realize expected synergies; and business
disruption following the merger. These risks, as well as other risks related to
the proposed transaction, will be included in the registration statement on Form
F-4, and if necessary, the registration on Form F-6, and proxy
statement/prospectus that will be filed with the
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any securities, or a
solicitation of any vote or approval, nor shall there be any sale of securities
in any jurisdiction 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
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Additional Information about the Merger and Where to Find It
In connection with the proposed transaction, Amryt intends to file with the
Participants in the Solicitation
Amryt and Chiasma and certain of their respective directors and executive
officers and other members of management and employees may be deemed to be
participants in the solicitation of proxies from the stockholders of Chiasma in
respect of the proposed transaction under the rules of the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Joint Press Release, datedMay 5, 2021 . 104 Cover Page Interactive Data File (formatted as Inline XBRL).
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