Blog: AGROFRESH SOLUTIONS, INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01. Regulation FD Disclosure.

On November 22, 2022, AgroFresh Solutions, Inc., a Delaware corporation
(“AgroFresh”), issued a press release announcing the entry into an Agreement and
Plan of Merger (the “Merger Agreement”), dated November 22, 2022, by and among
AgroFresh and certain affiliates of Paine Schwartz Partners, LLC (“Paine
Schwartz”), pursuant to which, among other things a merger subsidiary affiliate
of Paine Schwartz will merge (the “Merger”) with and into AgroFresh and
AgroFresh will become a wholly-owned subsidiary of one or more entities
affiliated with Paine Schwartz for consideration to the holders of common stock
of $3.00 per share of common stock. A copy of the press release containing the
announcement is furnished as Exhibit 99.1 hereto and incorporated herein by
reference. A copy of the Merger Agreement and a description of the terms thereof
will be set forth in a subsequent filing by AgroFresh on a Current Report on
Form 8-K.

In addition, on November 22, 2022, AgroFresh provided supplemental information
regarding the Merger in connection with a communication to its employees. A copy
of the employee communication is attached hereto as Exhibit 99.2.

The information in this Item 7.01 of this Current Report on Form 8-K and the
exhibits attached hereto as 99.1 and 99.2 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 into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, regardless of any
general incorporation language in such filing, except as shall be expressly set
forth by specific reference in such filing.

Cautionary Statement Regarding Forward-Looking Statements

This communication includes forward-looking statements. 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. These statements are based on current expectations, estimates
and projections about the industry and markets in which AgroFresh operates and
management’s beliefs and assumptions as to the timing and outcome of future
events, including the transactions described in this communication. While
AgroFresh’s management believes the assumptions underlying the forward-looking
statements are reasonable, such information is necessarily subject to
uncertainties and may involve certain risks, many of which are difficult to
predict and are beyond management’s control. These risks and uncertainties
include, but are not limited to: the expected timing and likelihood of
completion of the proposed transaction, including the timing, receipt and terms
and conditions of any required governmental and regulatory approvals of the
Merger; the occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement; the outcome of any legal
proceedings that may be instituted against the parties and others following
announcement of the merger agreement; the inability to consummate the Merger due
to the failure to obtain the requisite stockholder approvals or the failure to
satisfy other conditions to completion of the Merger; risks that the proposed
Merger disrupts current plans and operations of AgroFresh; the amount of the
costs, fees, expenses and charges related to the transaction; and the other
risks and important factors contained and identified in AgroFresh’s filings with
the SEC, such as AgroFresh’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2021, and subsequent Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, any of which could cause actual results to differ
materially from the forward-looking statements in this communication.

There can be no assurance that the proposed transaction will in fact be
consummated. We caution investors not to unduly rely on any forward-looking
statements. The forward-looking statements speak only as of the date of this
press release. AgroFresh is not under any duty to update any of these
forward-looking statements after the date of this communication, nor to conform
prior statements to actual results or revised expectations, and AgroFresh does
not intend to do so.

Important Information for Investors and Stockholders

In connection with the proposed Merger, AgroFresh will file relevant materials
with the SEC, including a proxy statement, and AgroFresh and affiliates of Paine
Schwartz will jointly file a transaction statement on Schedule 13e-3. This
communication is not a substitute for the proxy statement or any other document
that AgroFresh may file with the SEC or send to its stockholders in connection
with the Merger. INVESTORS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE
13E-3 AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY
IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT AGROFRESH, THE MERGER AND RELATED MATTERS.

Investors and securityholders will be able to obtain a free copy of the proxy
statement, the Schedule 13e-3 (if and when available) and other related
documents filed by AgroFresh with the SEC at the SEC’s website at http://www.sec.gov.
Copies of the documents filed by AgroFresh will be available free of charge on
its website at https://agrofreshsolutionsinc.gcs-web.com/.

Participants in the Solicitation

AgroFresh and certain of its directors, executive officers and employees may be
considered to be participants in the solicitation of proxies from AgroFresh’s
stockholders in connection with the Merger. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of AgroFresh in connection with the Merger, including a
description of their respective direct or indirect interests, by security
holdings or otherwise, will be included in the proxy statement when it is filed
with the SEC. You may also find additional information about AgroFresh’s
directors and executive officers in AgroFresh’s definitive proxy statement for
its 2022 annual meeting of stockholders, which was filed with the SEC on June
24, 2022, or in its Annual Report on Form 10-K for the year ended December 31,
2021, which was filed with the SEC on March 9, 2022, and in other documents
filed by AgroFresh with the SEC. These documents can be obtained free of charge
from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description
   99.1         Press Release of AgroFresh, dated November 22, 2022.
   99.2         Employee Communication of AgroFresh, dated as of November 22,
              2022.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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