Business Context and Reporting Period
This Form 8-K was filed by Harmony Merger Corp. on January 9, 2017. The filing serves as a Regulation FD disclosure regarding a proposed business combination between Harmony Merger Corp. and Customer Acquisition Network (Canada) Inc. ("Customer Acquisition"). The transaction involves the formation of a new entity, Mundo Media Ltd. ("Mundo"), through amalgamation. The filing announces that Harmony intends to hold presentations for stockholders and potential investors to discuss the transaction and includes a transcript of a conference call held between the parties.
Key Financial Metrics
This filing does not contain specific financial statements, revenue figures, profit margins, cash flow data, or debt levels for Harmony Merger Corp. or Customer Acquisition. The document explicitly states that certain financial information regarding Customer Acquisition contained in the attached exhibit is unaudited, prepared under Canadian GAAP rather than U.S. GAAP, and does not conform to SEC Regulation S-X. Consequently, no specific financial metrics can be extracted from this text.
Material Changes
The primary material event reported is the advancement of the proposed merger transaction. Key developments include:
- Harmony Merger Corp. intends to solicit proxies from stockholders to approve the transaction.
- William Blair is acting as the advisor to Customer Acquisition and will receive a fee.
- Cantor Fitzgerald & Co. (CF&Co), the managing underwriter of Harmony's 2015 IPO, is acting as Harmony's investment banker and will receive a fee.
- Harmony, its directors, officers, and the financial advisors may be deemed participants in the solicitation of proxies.
Guidance, Outlook, and Risks
The filing contains extensive forward-looking statements regarding the anticipated financial impacts of the transaction, the timing of completion, and the expectation of receiving security holder approval. Management cautions that actual results may differ materially due to significant risks and uncertainties, including:
- Failure to obtain required security holder approvals.
- Failure to satisfy closing conditions.
- General economic conditions, geopolitical events, and regulatory changes.
- Fluctuations in customer demand and business conditions.
- Legal and regulatory inquiries or investigations.
Investors are advised to read the preliminary and definitive proxy statements and Mundo's registration statement for detailed information, as this 8-K is not a proxy statement or an offer to sell securities.
Investor Verification Checklist
- Verify the terms of the proposed transaction in the upcoming preliminary and definitive proxy statements.
- Review the unaudited financial data of Customer Acquisition once adjusted to U.S. GAAP in the proxy materials.
- Confirm the record date for the special meeting of Harmony stockholders to vote on the transaction.
- Assess the potential conflicts of interest and fees paid to William Blair and Cantor Fitzgerald & Co.
- Monitor the status of regulatory approvals and closing conditions required to consummate the merger.