NEW YORK, Nov. 8, 2021 /PRNewswire/ -- Perimeter Solutions,
SA (the "Company") today announced that its registration statement
on Form S-4 (the "Registration Statement") in connection with its
previously announced proposed business combination ("Business
Combination") to acquire 100% of SK Invictus Intermediate S.à.r.l.,
the ultimate parent company of Perimeter Solutions LP, a leading
global manufacturer of high-quality firefighting products and
lubricant additives ("Perimeter") has been declared effective
by the U.S. Securities and Exchange Commission ("SEC"). The
Registration Statement provides important information about the
Company, Perimeter and the Business Combination.
The Company expects to close the Business Combination on
November 9, 2021. Following the
closing of the Business Combination, the Company expects that
trading of its ordinary shares on the New York Stock Exchange
(NYSE) will commence under the ticker symbol "PRM". The Company
intends to apply to list its warrants on the OTC under the symbol
"PRMW".
Following the closing of the Business Combination, the Company
expects that 157,137,410 ordinary shares will be outstanding.
EverArc Holdings Limited, a publicly-listed acquisition company
("EverArc") party to the Business Combination, applied to the
Financial Conduct Authority and the London Stock Exchange to
request the cancellation of the listing of its ordinary shares and
warrants from the Official List and the cancellation of the
admission to trading of its ordinary shares and warrants from the
Main Market of the London Stock Exchange. The cancellation is
expected to take effect from 8:00
a.m. (London time) on
November 9, 2021.
Important Information
Neither the SEC nor any state or foreign securities commission
has approved or disapproved of the securities to be issued in
connection with the Business Combination or determined if the
Registration Statement is accurate or adequate.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, 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, or an exemption
therefrom.
Note Regarding Forward-Looking Statements
Certain statements in this press release are forward-looking
statements. Forward-looking statements generally relate to the
expected closing of the Business Combination and listing of the
Company's ordinary shares on the New York Stock Exchange and the
timing of the cancellation of the registration and listing of
EverArc's ordinary shares and warrants. In some cases, you can
identify forward-looking statements by terminology such as "may",
"should", "expect", "intend", "will", "estimate", "anticipate",
"believe", "predict", "potential" or "continue", or the negatives
of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking
statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by the Company and
its management, are inherently uncertain. Uncertainties and risk
factors that could cause results to differ from the forward-looking
statements in this presentation include, but are not limited to:
the occurrence of any event, change or other circumstances that
could give rise to the termination of the proposed transaction
involving the Company and Perimeter; and other risks and
uncertainties set forth in the sections entitled "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in the
Company's final prospectus relating to the Business Combination
filed with the SEC on November 5,
2021, and in subsequent filings with the Securities and
Exchange Commission ("SEC").
Nothing in this press release should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on these forward-looking
statements, which speak only as of the date they were made. The
Company does not undertake any duty to update these forward-looking
statements except as may be required by law.
About Perimeter Solutions
Perimeter is a leading global manufacturer of high-quality
firefighting products and lubricant additives. The Fire Safety
business includes formulation and manufacturing of fire management
products along with services and pre-treatment solutions for
managing wildland, military, industrial and municipal fires. The
Oil Additives business produces high quality phosphorous
pentasulfide ("P2S5") utilized in the preparation of zinc
dialkyldithiophosphate ("ZDDP") based lubricant additives,
providing critical anti-wear solutions for end customers. Across
both businesses, Perimeter Solutions provides world class
technology, proprietary formulations, leading innovation, high
levels of service and supply chain expertise.
About EverArc Holdings Limited
EverArc Holdings Limited (LSE: EVRA / EVWA) is a publicly-listed
acquisition company that was formed in November 2019 to undertake an acquisition of a
target company or business.
Contacts
Resource Advantage
Barbara A. Mecchi-Knoll
bmecchi@resourceadvantage.com
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SOURCE Perimeter Solutions