AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. (NASDAQ:AHPA) Files An 8-K Termination of a Material Definitive AgreementItem 1.02 Termination of a Material Definitive Agreement.
The Transaction Agreement
As previously disclosed, on August21, 2017, Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“AHPAC”), Avista Healthcare Merger Sub,Inc., a Delaware corporation and a direct wholly-owned subsidiary of AHPAC (“Merger Sub”), Avista Healthcare NewCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of AHPAC (“NewCo”), Envigo International Holdings,Inc., a Delaware corporation (“Envigo”) and Jermyn Street Associates, LLC, solely in its capacity as Shareholder Representative (as defined therein), entered into a Transaction Agreement, as amended by that certain Amendment No.1, dated as of November22, 2017, as further amended by that certain Amendment No.2, dated as of December22, 2017, as further amended by that certain Amendment No.3, dated as of January21, 2018 and as further amended by that certain Amendment No.4, dated as of February9, 2018 (the “Transaction Agreement”).
On February14, 2018, to Section7.1(a)of the Transaction Agreement, AHPAC and Envigo entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) and the Transaction Agreement was terminated effective as of February14, 2018. AHPAC intends to continue to pursue a business combination.
Amended and Restated Parent Sponsor Letter Agreement
As previously disclosed, on February9, 2018, in connection with the execution and delivery of Amendment No.4, Avista Acquisition Corp., a Cayman Islands exempted company (the “Parent Sponsor”), and certain directors of AHPAC, who together own all of AHPAC’s issued and outstanding ClassB ordinary shares (the “ClassB Shares”) (collectively with the Parent Sponsor, solely in their capacity as a holder of ClassB Shares, the “ClassB Holders”) entered into an amended and restated letter agreement (the “Restated Letter”) to which, immediately prior to the consummation of the First Merger, the ClassB Holders will surrender to AHPAC an aggregate 4,715,576 million ClassB Shares and 4,100,000 Private Placement Warrants (as defined in the Transaction Agreement). In accordance with the terms and conditions of the Restated Letter, upon the termination of the Transaction Agreement prior to the First Merger Effective Time (as defined in the Transaction Agreement), the Restated Letter terminated on February14, 2018.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form8-K contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under “Item 1.02 Termination of a Material Definitive Agreement” regarding the Company’s intention to pursue any transaction. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report on Form8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war including the risk factors discussed in “Item1.A. Risk Factors” in the Company’s most recent Annual Report on Form10-K, as updated by its Quarterly Reports on Form10-Q and other filings with the SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or predict.