Item 7.01. Regulation FD Disclosure.
On
The information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this report, including the information in the press release attached as Exhibit 99.1 to this report, shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933, as amended.
Item 8.01. Other Events.
On
Under the terms of the Agreement and Plan of Merger, dated as of
The Merger is expected to close on
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following are furnished as exhibits to this report.
Exhibit Number Title 99.1 Press Release datedJuly 15, 2021 Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) Forward Looking Statements
This communication contains certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. Kimco and the Company intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with the safe harbor provisions. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," "should," "may," "projects," "could," "estimates" or variations of such words and other
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similar expressions are intended to identify such forward-looking statements,
which generally are not historical in nature, but not all forward-looking
statements include such identifying words. Forward-looking statements regarding
Kimco and the Company include, but are not limited to, statements related to the
anticipated acquisition of the Company and the anticipated timing and benefits
thereof; Kimco's expected financing for the transaction; Kimco's ability to
deleverage and its projected target net leverage; and other statements that are
not historical facts. These forward-looking statements are based on each of the
companies' current plans, objectives, estimates, expectations and intentions and
inherently involve significant risks and uncertainties. Actual results and the
timing of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties, which
include, without limitation, risks and uncertainties associated with: Kimco's
and the Company's ability to complete the acquisition on the proposed terms or
on the anticipated timeline, or at all, including risks and uncertainties
related to securing the necessary shareholder approvals and satisfaction of
other closing conditions to consummate the acquisition; the occurrence of any
event, change or other circumstance that could give rise to the termination of
the definitive transaction agreement relating to the proposed transaction; risks
related to diverting the attention of the Company and Kimco management from
ongoing business operations; failure to realize the expected benefits of the
acquisition; significant transaction costs and/or unknown or inestimable
liabilities; the risk of shareholder litigation in connection with the proposed
transaction, including resulting expense or delay; the risk that the Company's
business will not be integrated successfully or that such integration may be
more difficult, time-consuming or costly than expected; Kimco's ability to
obtain the expected financing to consummate the acquisition; risks related to
future opportunities and plans for the combined company, including the
uncertainty of expected future financial performance and results of the combined
company following completion of the acquisition; effects relating to the
announcement of the acquisition or any further announcements or the consummation
of the acquisition on the market price of Kimco's common stock or the Company's
common shares; the possibility that, if Kimco does not achieve the perceived
benefits of the acquisition as rapidly or to the extent anticipated by financial
analysts or investors, the market price of Kimco common stock could decline;
general adverse economic and local real estate conditions; the inability of
major tenants to continue paying their rent obligations due to bankruptcy,
insolvency or a general downturn in their business; local real estate
conditions; increases in interest rates; foreign currency exchange rates;
increases in operating costs and real estate taxes; changes in the dividend
policy for Kimco common stock or preferred stock or Kimco's ability to pay
dividends; impairment charges; unanticipated changes in the company's intention
or ability to prepay certain debt prior to maturity and/or hold certain
securities until maturity; pandemics or other health crises, such as coronavirus
disease 2019 (COVID-19); and other risks and uncertainties affecting Kimco and
the Company, including those described from time to time under the caption "Risk
Factors" and elsewhere in Kimco's and the Company's
Important Additional Information and Where to Find It
In connection with the proposed Merger, Kimco has filed with the
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approval of their respective transaction-related proposals. Kimco and the
Company also plan to file other documents with the
Investors and security holders may obtain copies of these documents free of
charge through the website maintained by the
Participants in the Solicitation
Kimco and the Company 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 common stockholders of
Kimco and the shareholders of the Company in respect of the proposed transaction
under the rules of the
No Offer or Solicitation
This communication 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 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 Securities Act.
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