Item 1.01. Entry into a Material Definitive Agreement.
On September 8, 2022, Twin Vee PowerCats Co. ("Twin Vee Co." or the "Company"),
a Delaware corporation, and the Company's parent corporation, Twin Vee
Powercats, Inc., a Florida corporation ("Twin Vee Inc."), entered into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among
other things, subject to the satisfaction or waiver of the conditions set forth
in the Merger Agreement, Twin Vee Inc. will merge with and into the Company,
with the Company surviving the merger (the "Merger"). The Merger is intended to
qualify for federal income tax purposes as a tax-free reorganization under the
provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
Subject to the terms and conditions of the Merger Agreement, at the effective
time of the Merger (the "Effective Time"), each outstanding share of capital
stock of Twin Vee Inc. (other than any shares held as treasury stock, that will
be cancelled), and the holders of Twin Vee Inc. common stock will receive in the
Merger one share of the Company's common stock in exchange for 41.7128495 shares
of Twin Vee Inc. common stock they own, for a maximum of 4,000,000 shares of the
Company's common stock (no fractional shares of Company common stock will be
issued) and the 4,000,000 shares of Company common stock currently held by Twin
Vee Inc. will be canceled, such that after the Merger the outstanding number of
shares of the Company's common stock will be substantially the same as it was
immediately prior to the Merger.
The Merger Agreement contains customary representations, warranties and
covenants made by the Company and Twin Vee Inc., including covenants relating to
obtaining the requisite approvals of the stockholders of the Company and Twin
Vee Inc., indemnification of directors and officers, and the Company's and Twin
Vee Inc.'s conduct of their respective businesses between the date of signing
the Merger Agreement and the closing of the Merger. Consummation of the Merger
is subject to certain closing conditions, including, among other things,
approval by the stockholders of the Company and Twin Vee Inc.
The Merger Agreement contains certain termination rights for both the Company
and Twin Vee Inc. In addition, either the Company or Twin Vee Inc. may terminate
the Merger Agreement if the Merger is not consummated on or before six months
from the signing of the Merger Agreement.
In accordance with the terms of the Merger Agreement, officers, directors and
certain stockholders of Twin Vee Inc. have entered into a support agreement with
the Company (the "Support Agreements"). The Support Agreements place certain
restrictions on the transfer of the shares of Twin Vee Inc. held by the
respective signatories thereto and include covenants as to the voting of such
shares in favor of approving the transactions contemplated by the Merger
Agreement and against any actions that could adversely affect the consummation
of the Merger.
The Merger Agreement and form of Twin Vee Inc. Support Agreement have each been
included as an exhibit to this Current Report to provide the Company's
stockholders with information regarding their terms. The assertions embodied in
the representations and warranties contained in the Merger Agreement are
qualified by information in confidential disclosure schedules delivered by the
parties in connection with the signing of the Merger Agreement. Moreover,
certain representations and warranties contained in these agreements were made
as of a specified date; may have been made for the purposes of allocating
contractual risk between the parties to such agreements; and may be subject to
contractual standards of materiality different from what might be viewed as
material to the Company's stockholders. Accordingly, the representations and
warranties in these agreements should not be relied on by any persons as
characterizations of the actual state of facts and circumstances of the Company
or any other parties thereto at the time they were made. The information in
these agreements should be considered in conjunction with the entirety of the
factual disclosure about the Company in the Company's public reports filed with
the Securities and Exchange Commission( the "SEC"). Information concerning the
subject matter of the representations and warranties may change after the date
of these agreements, which subsequent information may or may not be fully
reflected in the Company's public disclosures. These agreements should not be
read alone, but should instead be read in conjunction with each other and other
information regarding the Company.
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The preceding summary does not purport to be complete and is qualified in its
entirety by reference to the Merger Agreement and the form of Twin Vee Inc.
Support Agreement, which are filed as Exhibits 2.1 and 2.2, respectively, and
which are incorporated herein by reference.
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the United States Securities Exchange Act of 1934, as
amended, and Section 27A of the Securities Act of 1933, as amended) concerning
the Company, Twin Vee Inc., the Merger and other matters. These statements may
discuss goals, intentions and expectations as to future plans, trends, events,
results of operations or financial condition, or otherwise, based on current
beliefs of the Company's management, as well as assumptions made by, and
information currently available to, management. Forward-looking statements
generally include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as "may," "will,"
"should," "would," "expect," "anticipate," "plan," "likely," "believe,"
"estimate," "project," "intend," and other similar expressions among others.
Statements that are not historical facts are forward-looking statements.
Forward-looking statements are based on current beliefs and assumptions that are
subject to risks and uncertainties and are not guarantees of future performance.
Actual results could differ materially from those contained in any
forward-looking statement as a result of various factors, including, without
limitation: the risk that the conditions to the closing of the Merger are not
satisfied, including the failure to timely or at all obtain stockholder approval
for the Merger; uncertainties as to the timing of the consummation of the Merger
and the ability of each of the Company and Twin Vee Inc. to consummate the
Merger. The foregoing review of important factors that could cause actual events
to differ from expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and elsewhere,
including the risk factors included in the Company's most recent Annual Report
on Form 10-K, the Company's recent Quarterly Report on Form 10-Q and Current
Reports on Form 8-K filed, each as filed with or furnished to the SEC. Except as
required by applicable law, the Company undertakes no obligation to revise or
update any forward-looking statement, or to make any other forward-looking
statements, whether as a result of new information, future events or otherwise.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in any
jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended. Subject to certain exceptions to be approved by the relevant
regulators or certain facts to be ascertained, the public offer will not be made
directly or indirectly, in or into any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction, or by use of the mails
or by any means or instrumentality (including without limitation, facsimile
transmission, telephone and the internet) of interstate or foreign commerce, or
any facility of a national securities exchange, of any such jurisdiction.
Important Additional Information Will be Filed with the SEC
This communication relates to the proposed transaction pursuant to the terms of
the Merger Agreement. In connection with the proposed transaction between the
Company and Twin Vee Inc., the Company intends to file relevant materials with
the SEC, including a registration statement that will contain a proxy statement
and prospectus. THE COMPANY URGES INVESTORS AND STOCKHOLDERS TO READ THESE
MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, TWIN VEE INC., THE
MERGER AND RELATED MATTERS. Investors and shareholders will be able to obtain
free copies of the proxy statement, prospectus and other documents filed by the
Company with the SEC (when they become available) through the website maintained
by the SEC at www.sec.gov. In addition, investors and shareholders will be able
to obtain free copies of the proxy statement, prospectus and other documents
filed by the Company with the SEC by contacting the Company, 3101 S. U.S.
Highway 1, Fort Pierce, Florida 34982, Attention: Corporate Secretary or via
email at investor@twinvee.com. Investors and stockholders are urged to read the
proxy statement, prospectus and the other relevant materials when they become
available before making any voting or investment decision with respect to the
Merger.
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Item 9.01. Financial Statements and Exhibits.
Exhibits
Exhibit
Number Description
2.1* Agreement and Plan of Merger, dated September 8, 2022, by and between
Twin Vee PowerCats Co. and Twin Vee Powercats, Inc.
2.2 Form of Support Agreement, by and between Twin Vee PowerCats Co. and
Twin Vee Powercats, Inc.'s directors, officers and certain
stockholders
104 Cover Page Interactive Data File (embedded with the inline XBRL
document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
Company hereby undertakes to furnish copies of any of the omitted schedules upon
request by the Securities and Exchange Commission.
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