Perimeter Solutions, SA has announced that its registration statement on Form S-4 in connection with its previously announced proposed 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 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 9 November 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 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 8:00am (London time) on 9 November 2021.
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 5 November 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.