Item 7.01
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Regulation FD Disclosure.
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Ferro Corporation (the Company) will hold a special meeting of Ferro shareholders to consider and vote on a proposal to approve the previously
announced Agreement and Plan of Merger (the Merger Agreement) with PMHC II Inc., a Delaware corporation (Prince) and PMHC Fortune Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Prince. The Board of
Directors of Ferro has set July 15, 2021 as the record date for shareholders entitled to notice and to vote at the special meeting. Ferro will announce the date of the special meeting when it is set by the Board of Directors of Ferro.
The information under this Item 7.01 is being furnished by the Company pursuant to Item 7.01. In accordance with General Instruction B.2 of Form 8-K, the information contained under this Item 7.01 shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability
of that section. In addition, this information shall not be deemed incorporated by reference into any of the Companys filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such
filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include
statements relating to the expected timing, completion and effects of the proposed merger, as well as other statements representing managements beliefs about, future events, transactions, strategies, operations and financial results,
including, without limitation, our expectations with respect to the costs and other anticipated financial impacts of the merger; future financial and operating results of Ferro; Ferros plans, objectives, expectations and intentions with
respect to future operations and services; required approvals to complete the merger by our shareholders and by governmental regulatory authorities, and the timing and conditions for such approvals; the stock price of Ferro prior to the consummation
of the transactions; and the satisfaction of the closing conditions to the proposed merger. Such forward-looking statements often contain words such as assume, will, anticipate, believe,
predict, project, potential, contemplate, plan, forecast, estimate, expect, intend, is targeting, may,
should, would, could, goal, seek, hope, aim, continue and other similar words or expressions or the negative thereof or other variations thereon.
Forward-looking statements are made based upon managements current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause
actual results to differ materially from those expressed or implied in any such statements. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of
risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings with the Securities and Exchange Commission (the SEC). Certain other factors which may impact our business,
financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.ferro.com
under Investors. You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and are expressed in good faith, such expectations may not
prove to be correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only to expectations as of