Item 2.02. Results of Operations and Financial Condition.
On September 28, 2020, Perceptron, Inc. (the "Company") issued a press release
announcing the Company's financial and operating results for the fourth quarter
and fiscal year ended June 30, 2020. Attached hereto and incorporated by
reference as Exhibit 99.1 is the press release relating to such announcement.
Such information, including Exhibit 99.1 attached hereto under Item 9.01, shall
not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item 8.01. Other Events.
On September 28, 2020, the Company issued a press release announcing the
execution of an Agreement and Plan of Merger, dated as of September 27, 2020, by
and among Atlas Copco North America LLC, a Delaware limited liability company,
and Odyssey Acquisition Corp., a Michigan corporation and a wholly owned
subsidiary of Parent and the Company (the "Merger Agreement"). The full text of
the press release is attached hereto as Exhibit 99.2 and is incorporated herein
by reference. The material terms of the Merger Agreement will be described in a
subsequent filing on Form 8-K.
FORWARD LOOKING STATEMENTS
The acquisition of the Company by Atlas Copco discussed in the press release
(the "proposed merger") is subject to certain conditions precedent, including
regulatory approvals and approval of the Company's shareholders. The Company
cannot provide any assurance that the proposed merger will be completed, nor can
it give assurances as to the terms on which such proposed merger will be
consummated.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does 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. In connection with the proposed merger, the Company plans to
file relevant materials with the SEC, including a proxy statement on Schedule
14A. Promptly after filing the definitive proxy statement with the SEC, the
Company will mail the definitive proxy statement to each shareholder entitled to
vote at the annual or special meeting relating to the proposed merger. This
communication is not a substitute for the proxy statement or any other document
filed or to be filed by the Company with the SEC in connection with the proposed
merger. INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS
INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE PROPOSED MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. The definitive proxy
statement and other documents relating to the proposed merger (when they are
available) can be obtained free of charge from the SEC's website at www.sec.gov.
PARTICIPANTS IN SOLICITATION
The Company and certain of its directors and executive officers and certain
other members of management and employees may be deemed to be participants in
the solicitation of proxies from shareholders of the Company in connection with
the proposed merger under the rules of the SEC. Information regarding the
persons who may, under the rules of the SEC, be deemed participants in such
solicitation in connection with the proposed merger will be set forth in the
proxy statement if and when it is filed with the SEC. Information about the
directors and executive officers of the Company may be found in the Company's
definitive proxy statement for its 2019 annual meeting of shareholders, which
was filed with the SEC on September 27, 2019. These documents can be obtained
free of charge from the source indicated above. To the extent holdings of such
participants in the Company's securities are not reported, or have changed since
the amounts described in the proxy statement for the 2019 annual meeting of
shareholders, such changes have been reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4
filed with the SEC. These documents may be obtained free of charge from the
SEC's website at www.sec.gov or the Company's website at www.perceptron.com
Additional information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials
to be filed with the SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
D. Exhibits.
Exhibit No. Description
Exhibit 99.1 Press Release dated September 28, 2020 announcing the
Company's financial and operating results for the fourth
quarter and fiscal year ended June 30, 2020.
Exhibit 99.2 Press Release dated September 28, 2020 announcing the
Merger Agreement.
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