Business Context and Reporting Period
This Form 8-K is filed by Avista Healthcare Public Acquisition Corp. (AHPAC), a Cayman Islands exempted company and emerging growth company. The report date is December 22, 2017. The filing concerns a proposed business combination between AHPAC and Envigo International Holdings, Inc. (Envigo). The document details the entry into a material definitive agreement, specifically Amendment No. 2 to the Transaction Agreement originally entered into on August 21, 2017.
Key Financial Metrics
This filing is a current report regarding a corporate transaction and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity metrics for the reporting period. The filing text does not provide a clear value for any financial performance indicators.
Material Changes
The primary material change reported is the execution of Amendment No. 2 to the Transaction Agreement on December 22, 2017. Key modifications include:
- Stock Appreciation Rights (SARs): The amendment alters the treatment of Envigo Class A common stock SARs upon the effective time of the business combination.
- Conversion Terms: For SARs where the Per Share Merger Value exceeds the base price, the rights will convert into:
- The "Per Share Cash Consideration."
- An additional cash amount commensurate with the value of "New Parent Warrants."
- The number of warrants is calculated by dividing 4,100,000 by the "Fully Diluted Share Number."
- Agreement Status: Aside from these modifications, the original Transaction Agreement remains in full force and effect.
Guidance, Outlook, and Risks
Outlook and Process: AHPAC has filed a preliminary proxy statement and intends to file and mail a definitive proxy statement to shareholders. The business combination is subject to shareholder approval and regulatory filings.
Risks and Contingencies:
- Transaction Completion: The filing explicitly states it is not an offer to sell securities and that the business combination is proposed, not yet consummated.
- Regulatory Compliance: No sale of securities will occur in jurisdictions where such an offer would be unlawful prior to registration or qualification.
- Information Reliance: Investors are urged to read the preliminary and definitive proxy statements for complete information regarding the risks and terms of the combination.
Important Facts for Investor Verification
- Verify the final terms of the definitive proxy statement once filed, as this document only references a preliminary version.
- Confirm the calculation of the "Fully Diluted Share Number" to understand the exact value of the additional cash warrants granted to SAR holders.
- Review the full text of Amendment No. 2 (Exhibit 2.1) and the original Transaction Agreement for complete legal terms.
- Monitor the status of the shareholder vote and the establishment of the record date for voting on the business combination.