8-K
Gen Digital Inc. (GEN)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): February 17, 2022
NortonLifeLock Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-17781 | 77-0181864 |
|---|---|---|
| (State<br> or other Jurisdiction<br><br> of Incorporation) | (Commission<br> File Number) | (IRS<br> Employer <br><br>Identification No.) |
| 60 E. Rio Salado Parkway , Suite 1000 | ||
| --- | ||
| Tempe , AZ 85281 | ||
| (Address<br> of principal executive offices) (Zip Code) |
Registrant’s
telephone number, including area code: (650) 527-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | NLOK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item7.01. Regulation FD Disclosure.
On February 17, 2022, NortonLifeLock Inc. (the “Company”) issued a press release announcing that its previously-announced merger with Avast plc (“Avast”) (the “Merger”) is now expected to close on April 4, 2022. A copy of the press release is furnished as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.
On February 18, 2022, the Company issued a press release in the UK in accordance with the UK City Code on Takeovers and Mergers setting forth an updated timetable in connection with the Merger. A copy of the press release is furnished as Exhibit 99.02 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.01 and 99.02), is being furnished to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Forward-LookingStatements
This Current Report on Form 8-K contains certain forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects of the combined group of the Company and Avast (the Combined Company); (ii) business and management strategies and the expansion and growth of the operations of the Combined Company; (iii) the effects of government regulation on the business of the Combined Company, (iv) satisfaction or waiver of any antitrust and regulatory conditions to the Merger and (v) the time frame and the expected benefits of the Merger to the Company, Avast, and their respective customers, stockholders and investors, including expected growth, earnings accretion and cost savings. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the possibility that the Merger will not be completed on a timely basis (including the timelines set forth in any announcement) or at all, whether due to the failure to satisfy the conditions of the Merger (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the Combined Company to realize successfully any anticipated synergy benefits when (and if) the Merger is implemented, the inability of the combined entity to integrate successfully the Company’s and Avast’s operations when (and if) the Merger is implemented, fluctuations and volatility in the Company’s stock price, the ability of the Company to successfully execute strategic plans, the ability of the Company to maintain customer and partner relationships, the timing and market acceptance of new product releases and upgrades, matters arising out of the ongoing SEC investigation and the combined entity incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Merger when (and if) it is implemented. Additional information concerning these and other risk factors is contained in the Risk Factors sections of the Company’s most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this Current Report on Form 8-K.
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Current Report on Form 8-K may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been 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 as at the date of this Current Report on Form 8-K. All subsequent oral or written forward-looking statements attributable to the Company, Avast or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. The Company does not assume any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.
2
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit Number | Exhibit Title<br> or Description |
|---|---|
| 99.01 | Press release<br> dated February 17, 2022 |
| 99.02 | Press release<br> dated February 18, 2022 |
| 104 | The cover<br> page of this Current Report on Form 8-K, formatted in Inline XBRL. |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NortonLifeLock Inc. | ||
|---|---|---|
| Date: February 17,<br> 2022 | By: | /s/<br> Bryan Ko |
| Bryan Ko | ||
| Chief Legal Officer and<br> Corporate Secretary |
4
Exhibit 99.01
| Media Contact | Investor Contact |
|---|---|
| Spring Harris<br><br> <br>NortonLifeLock Inc. | Mary Lai<br><br> <br>NortonLifeLock Inc. |
| Press@NortonLifeLock.com | IR@NortonLifeLock.com |
NortonLifeLockUpdates Merger Closing Date to April 4, 2022
Aligns with the Company’s target date forthe start of operational integration
TEMPE, Ariz. – February 17, 2022 – NortonLifeLock (NASDAQ: NLOK), a global leader in consumer Cyber Safety, today released the following statement related to the status of the remaining regulatory approvals for NortonLifeLock’s recommended merger (the “Merger”) with Avast plc (“Avast”).
“We continue to make good progress on the two remaining regulatory approvals which are conditions to close our transaction. We have revised the timeline, in part, to continue to productively engage with the regulators to secure the remaining approvals in the United Kingdom and Spain. We now expect the transaction to close on April 4, 2022, after the end of NortonLifeLock’s fiscal year 2022.”
On February 18, 2022, we will release an updated expected timetable for the closing of the Merger. The Merger is proposed to be effected by means of a U.K. court-sanctioned scheme of arrangement under which Nitro Bidco Limited, a wholly owned subsidiary of NortonLifeLock, will acquire the entire issued and to be issued ordinary share capital of Avast, and remains subject to the terms and additional conditions to closing set out in the scheme document that was published on October 28, 2021. To see the additional details regarding the transaction, visit https://investor.nortonlifelock.com/Offer-for-Avast.
This timeline may be subject to change, and further information will be set out in an announcement to be published in the UK at around 11 p.m. PT on February 17, 2022 (2 a.m. ET / 7 a.m. UK on February 18, 2022) and will be made available on NortonLifeLock’s IR website promptly thereafter.
About NortonLifeLockInc.
NortonLifeLock Inc. (NASDAQ: NLOK) is a global leader in consumer Cyber Safety, protecting and empowering people to live their digital lives safely. We are the consumer’s trusted ally in an increasingly complex and connected world. Learn more about how we’re transforming Cyber Safety at www.nortonlifelock.com.
Forward-LookingStatements
This press release contains certain forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects of the combined group of NortonLifeLock and Avast (the Combined Company); (ii) business and management strategies and the expansion and growth of the operations of the Combined Company; (iii) the effects of government regulation on the business of the Combined Company, (iv) satisfaction or waiver of any antitrust and regulatory conditions to the Merger and (v) the time frame and the expected benefits of the Merger to NortonLifeLock, Avast, and their respective customers, stockholders and investors, including expected growth, earnings accretion and cost savings. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the possibility that the Merger will not be completed on a timely basis (including the timelines set forth in this press release) or at all, whether due to the failure to satisfy the conditions of the Merger (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the Combined Company to realize successfully any anticipated synergy benefits when (and if) the Merger is implemented, the inability of the Combined Company to integrate successfully NortonLifeLock’s and Avast’s operations when (and if) the Merger is implemented, fluctuations and volatility in NortonLifeLock’s stock price, the ability of NortonLifeLock to successfully execute strategic plans, the ability of NortonLifeLock to maintain customer and partner relationships, the timing and market acceptance of new product releases and upgrades, matters arising out of the ongoing SEC investigation and the Combined Company incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Merger when (and if) it is implemented. Additional information concerning these and other risk factors is contained in the Risk Factors sections of NortonLifeLock’s most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this press release.
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this press release may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this press release are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this press release. All subsequent oral or written forward-looking statements attributable to NortonLifeLock, Avast or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. NortonLifeLock does not assume any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.
RestrictedJurisdictions
Copies of this press release and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where local laws or regulations may result in a significant risk of legal or regulatory exposure if information concerning the Merger were made available in that jurisdiction, or if details regarding any election that may be made in connection with the Merger is or were extended or made available in that jurisdiction, or where to do so would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which NortonLifeLock or Avast regards as unduly onerous. Any persons receiving this press release, or any such documents (including custodians, nominees and trustees), must not mail or otherwise forward, distribute or send them in or into or from any such restricted jurisdiction.
No Offeror Solicitation
The information contained in this press release is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to subscribe for an invitation to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance, subscription or transfer of securities in any jurisdiction in contravention of applicable law or regulation. In particular, this press release is not an offer of securities for sale in the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issued as part of the Merger are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. The Merger will be made solely by means of the scheme document published by Avast, or (if applicable) pursuant to an offer document to be published by NortonLifeLock, which (as applicable) would contain the full terms and conditions of the Merger. Any decision in respect of, or other response to, the Merger, should be made only on the basis of the information contained in such document(s). If NortonLifeLock ultimately seeks to implement the Merger by way of a takeover offer, that offer will be made in compliance with applicable US laws and regulations.
No profitforecasts or estimates
No statement in this press release is intended as, or is to be construed as, a profit forecast or estimate for any period and no statement in this press release should be interpreted to mean that earnings or earnings per ordinary share, for NortonLifeLock or Avast, respectively for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for NortonLifeLock or Avast, respectively.
Publicationon website
A copy of this press release will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on NortonLifeLock’s website (at https://investor.nortonlifelock.com/) by no later than 12 noon London time on the business day following the date of this press release. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this press release.
Exhibit 99.02
NOTFOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTIONWHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATERELEASE
18February 2022
RECOMMENDEDMERGERofAVAST PLCwith
NORTONLIFELOCKINC.
UpdatedMerger Timetable
On 10 August 2021, the boards of Avast pic (“Avast” or the “Company”) and NortonLifeLock Inc. (“NortonLifeLock”) announced that they had reached agreement on the terms of a recommended merger of Avast with NortonLifeLock, in the form of a recommended offer by Nitro Bidco Limited (“Bidco”), a wholly-owned subsidiary of NortonLifeLock, for the entire issued and to be issued ordinary share capital of the Company (the “Merger”). The Merger is proposed to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the “Scheme”), and is subject to the terms and conditions set out in the scheme document that was published on 28 October 2021 (the “Scheme Document”). Save as otherwise defined, capitalised terms in this announcement have the same meanings as set out in the Scheme Document.
In the Scheme Document, the parties stated that they expected the Scheme to become Effective in mid-2022. However, on 4 February 2022, NortonLifeLock and Avast announced a revised timetable for the Merger, including an anticipated Effective Date (subject to the satisfaction or, if applicable, waiver by NortonLifeLock of each of the Regulatory Conditions that had not at that time been satisfied or waived) of 24 February 2022.
All Regulatory Conditions have now been satisfied, other than approval (or the completion of review processes) by the antitrust authority in the United Kingdom (comprising Condition 3.6) and the antitrust authority in Spain (comprising Condition 3.8).
Given the ongoing discussions with the antitrust authority in the United Kingdom (the Competition and Markets Authority) and the antitrust authority in Spain (the CNMC) and the timing of the end of NortonLifeLock’s fiscal year 2022, the last day of which is 1 April 2022, NortonLifeLock has determined that it is appropriate to postpone the closing of the Merger. NortonLifeLock now expects, subject to the satisfaction or, if applicable, waiver by NortonLifeLock of each of the Regulatory Conditions that have not yet been satisfied or waived:
| • | the<br> Election Return Time and Election Withdrawal Deadline to be 1.00 p.m. on 1 April 2022; |
|---|---|
| • | the<br> Court Hearing to take place on 1 April 2022; and |
| --- | --- |
| • | the<br> Effective Date to be 4 April 2022. |
| --- | --- |
An updated expected timetable of principal events is set out below. This timetable supersedes in its entirety the expected timetable of principal events contained in the parties’ announcement of 4 February 2022. The dates and times in the timetable are indicative only, are based on Avast’s and NortonLifeLock’s current expectations, and may be subject to changes. These dates and times will depend, among other things, on the date(s) upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme (which is subject to the availability of the Court); and (iii) the Court Order is delivered to the Registrar of Companies. If any of the expected times and/or dates in this announcement change, the revised times and/or dates will be announced through a Regulatory Information Service.
ExpectedTimetable of Principal Events
| Event | Time and/or date^(1)(2)^ |
|---|---|
| Election<br> Return Time and Election Withdrawal Deadline | 1.00<br> p.m. on 1 April 2022^(3)^ |
| Court<br> Hearing to sanction the Scheme | 1 April 2022 |
| Last<br> day of dealings in, and registrations of transfers of, and disablement in CREST of, Avast Shares | 1 April 2022 |
| Scheme<br> Record Time | 6.00<br> p.m. on 1 April 2022 |
| Suspension<br> of listing of, and dealings in, Avast Shares | 7.30<br> a.m. on 4 April 2022 |
| Effective<br> Date | 4 April 2022 |
| De-listing<br> of Avast Shares | By 8.00<br> a.m. on 5 April 2022 |
| New<br> NortonLifeLock Shares listed and commencement of dealings in the New NortonLifeLock Shares on NASDAQ | By 9.30<br> a.m. (New York time) on 5 April 2022 |
| New<br> NortonLifeLock Shares registered through DRS (in respect of NortonLifeLock Shares held by former certificated Avast Shareholders) | 5 April 2022 |
| NortonLifeLock<br> DIs credited to CREST accounts (in respect of Scheme Shares held in uncertificated form only) | On or<br> soon after 5 April 2022 |
| Announcement<br> by NortonLifeLock of the aggregate consideration to be settled in cash (USD and GBP) and in New NortonLifeLock Shares under the Merger^(4)^ | On or<br> prior to 7 April 2022 |
| Latest<br> date for despatch of statements of entitlement relating to New NortonLifeLock Shares held through DRS (in respect of Scheme Shares<br> held in certificated form only) | By 18<br> April 2022^(5)^ |
| Latest<br> date for despatch of cheques in respect of cash consideration and for settlement of cash consideration through CREST or other form<br> of payment | By 18<br> April 2022^(5)^ |
| Long<br> Stop Date | 31 December 2022^(6)^ |
Notes:
| (1) | All<br> references in this announcement to times are to London time unless otherwise stated. |
|---|---|
| (2) | The dates and<br> times shown in the table above are indicative only, are based on Avast’s and NortonLifeLock’s<br> current expectations, and may be subject to changes. These dates and times will depend, among<br> other things, on the date(s) upon which: (i) the Conditions are satisfied or (if<br> capable of waiver) waived; (ii) the Court sanctions the Scheme (which is subject to<br> the availability of the Court); and (iii) the Court Order is delivered to the Registrar<br> of Companies. If any of the expected times and/or dates above change, the revised times and/or<br> dates will be announced through a Regulatory Information Service. |
| --- | --- |
| (3) | Each of the Election<br> Return Time and Election Withdrawal Time is 1.00 p.m. on the day of the Court Hearing,<br> being later than the date specified in paragraphs 9(a) and (b) of Appendix 7 to<br> the Code. |
| --- | --- |
| (4) | This announcement<br> will include details of the Majority Stock Option Elections and Currency Conversion Elections<br> made by Avast Shareholders, the relevant exchange rate for Currency Conversion Elections,<br> together with the aggregate consideration to be settled in cash (USD and GBP) and in New<br> NortonLifeLock Shares under the Merger (including fractional entitlements). |
| --- | --- |
| (5) | Within<br>14 calendar days of the Effective Date. |
| --- | --- |
| (6) | This is the latest<br> date by which the Scheme may become Effective unless NortonLifeLock and Avast agree (and<br> the Panel and, if required, the Court permit) a later date. |
| --- | --- |
Enquiries
NortonLifeLock
| Mary<br> Lai, Head of Investor Relations | IR@NortonLifeLock.com |
|---|---|
| Spring<br> Harris, Head of Global Corporate Communications and PR | Press@NortonLifeLock.com |
Evercore(Financial adviser to NortonLifeLock and Bidco)
| Naveen<br> Nataraj<br><br> <br><br><br> <br>Edward<br> Banks | +1 (0)212<br> 857 3100<br><br> <br><br><br> <br>+44 (0)20<br> 7653 6000 |
|---|
Anil Rachwani
Swag Ganguly
Wladimir Wallaert
Sard Verbinnen(Communications adviser to NortonLifeLock)
| Charles<br> Chichester | +44<br> (0)20 7467 1050 |
|---|---|
| John<br> Christiansen | +1<br> (0)415 618 8750 |
| Jared<br> Levy | +1<br> (0)212 687 8080 |
Avast
| Kalli<br> Bowyer<br><br> <br><br><br> <br>Anca Timpescu | IR@avast.com |
|---|---|
| UBS (Financial adviser and Corporate Broker to Avast) | Tel:<br> +44 207 567 8000 |
Christian Lesueur
Rahul Luthra
Jonathan Rowley
Aadhar Patel
Meera Sheth
| J.P. Morgan Cazenove (Financial adviser and Corporate Broker to Avast) | Tel:<br> +44 207 742 4000 |
|---|
Bill Hutchings
James Robinson
James Summer
Jonty Edwards
| Finsbury Glover Hering (Communications adviser to Avast) | Avast-LON@fgh.com |
|---|---|
| Dorothy<br> Burwell | Tel:<br> +44 7733 294 930 |
| Alastair<br> Elwen | Tel:<br> +44 7557 549 325 |
Kirkland & Ellis LLP and Macfarlanes LLP are retained as (respectively) US and UK legal advisers to NortonLifeLock. White & Case LLP is retained as legal adviser to Avast.
Importantnotices relating to financial advisors
EvercorePartners International LLP (“Evercore”),which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to NortonLifeLock andBidco and no one else in connectionwith the Merger and will not be responsible to anyone other than NortonLifeLock or Bidco for providing the protections afforded toclients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore nor any of itssubsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect,whether in contract, in tort, under statute or otherwise) to any person who is not a client of Evercore in connection with anymatter referred to herein or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore byFSMA, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion ofliability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliatesaccepts any responsibility or liability whatsoever for the contents of this announcement, and no representation, express or implied,is made by it, or purported to be made on its behalf, in relation to any matter referred to herein, including its accuracy,completeness or verification, or any other statement made or purported to be made by it, or on its behalf, in connection withNortonLifeLock, Bidco or the matters described in this announcement. To the fullest extent permitted by applicable law, Evercore andits affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save asreferred to above) which it or they might otherwise have in respect of this announcement or any statement containedherein.
UBSAG London Branch (“UBS”) is authorised and regulated by the Financial Market Supervisory Authority in Switzerland.It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS providedfinancial and corporate broking advice to Avast and no one else in connection with the process or contents of this announcement. In connectionwith such matters, UBS will not regard any other person as its client, nor will it be responsible to any other person for providing theprotections afforded to its clients or for providing advice in relation to the process, contents of this announcement or any other matterreferred to herein.
J.P.Morgan Securities pic, which conducts its UK investment banking business as J.P. Morgan Cazenove, (“J.P. MorganCazenove”) and which is authorised in the United Kingdom by the PRA and regulated in theUnited Kingdom by the PRA and the FCA, is acting exclusively as financial adviser to Avast and no one else in connection with theMerger and will not regard any other person as its client in relation to the Merger and shall not be responsible to anyone otherthan Avast for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice inconnection with the Merger or any matter or arrangement referred to herein.
Nooffer or solicitation
Thisannouncement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell orthe solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitationof any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance or transfer ofsecurities in any jurisdiction in contravention of applicable law or regulation. In particular, this announcement is not an offer ofsecurities for sale in the United States. No offer of securities shall be made in the United States absent registration under the U.S.Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any securities issuedas part of the Merger are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuantto Section 3(a)(10) of the U.S. Securities Act.
TheMerger will be implemented solely in accordance with the Scheme Document (or, in the event that the Merger is to be implemented by meansof a Takeover Offer, the offer document), which contains the full terms and conditions of the Merger, including details of how to votein respect of the Scheme. Any voting decision or response in relation to the Merger should be made solely on the basis of the informationcontained in the Scheme Document, the Forms of Proxy, the Form of Election and the NortonLifeLock Prospectus. This announcementdoes not constitute a prospectus or a prospectus exempted document.
Overseasshareholders
Therelease, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law andtherefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom (including Restricted Jurisdictions)should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons**who are not resident in the United Kingdom or who are subject to the laws ofanother jurisdiction to vote their Avast Shares in respect of the Scheme at the Meetings, or to execute and deliver the Forms of Proxy(appointing another to vote at the Meetings on their behalf) or the Form of Election, maybe affected by the laws of the relevantjurisdictions in which they are located or to which they are subject. Any failure to comply with applicable legal or regulatory requirementsof any jurisdiction may constitute a violation of securities laws in that jurisdiction.
Copies of this announcement and any formaldocumentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributedor sent in or into or from any Restricted Jurisdiction, including any jurisdiction where to do so would constitute a violation of thelaws of such jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported votein respect of acceptance of the Merger.
If the Merger is implemented by way of a TakeoverOffer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in orinto or by use of the mails or any other means or instrumentality (including facsimile, e-mail or other electronic transmission, telexor telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any RestrictedJurisdiction and the Merger will not be capable of acceptance by any such use, means, instrumentality or facilities or from within anyRestricted Jurisdiction.
Further details in relation to Avast Shareholdersin overseas jurisdictions are contained in the Scheme Document.
Notice to U.S. investors in Avast
The Merger relates to the shares of an Englishcompany and is being made by means of a scheme of arrangement under Part 26 of the Companies Act. A scheme of arrangement is notsubject to the tender offer rules or the proxy solicitation rules under the U.S. Exchange Act and other requirements of U.S.law. Accordingly, the Merger is subject to the disclosure requirements and practices applicable to a scheme of arrangement involving atarget company in England listed on the London Stock Exchange, which differ from the disclosure requirements of U.S. tender offer andproxy solicitation rules. If, in the future, Bidco exercises its right to implement the Merger by way of a Takeover Offer and determinesto extend the Takeover Offer into the U.S., the Merger will be made in compliance with applicable U.S. laws and regulations.
The New Norton Life Lock Shares to be issuedpursuant to the Merger have not been registered under the U.S. Securities Act, and may not be offered or sold in the United States absentregistration or an applicable exemption from the registration requirements of the U.S. Securities Act. The New Norton Life Lock Sharesto be issued pursuant to the Merger will be issued pursuant to the exemption from registration provided by Section 3(a)(10) underthe U.S. Securities Act. If, in the future, Bidco exercises its right to implement the Merger by way of a Takeover Offer or otherwisein a manner that is not exempt from the registration requirements of the U.S. Securities Act, it will file a registration statement withthe SEC that will contain a prospectus with respect to the issuance of New Norton Life Lock Shares. In this event, Avast Shareholdersare urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to thosedocuments, because they will contain important information, and such documents will be available free of charge at the SEC’s websiteat www.sec.gov or by directing a request to NortonLifeLock’s Investor Relations team identified above.
New Norton Life Lock Shares issued to personsother than “affiliates” of Norton Life Lock (defined as certain control persons, within the meaning of Rule 144 underthe U.S. Securities Act) will be freely transferable under US law after the Merger. Persons (whether or not US persons) who are or willbe “affiliates” of Norton Life Lock within 90 days prior to, or of the Combined Company after, the Effective Date will besubject to certain transfer restrictions relating to the New Norton Life Lock Shares under US law.
Neither the SEC nor any U.S. state securitiescommission has approved or disapproved of the New NortonLifeLock Shares to be issued in connection with the Merger, or determined if thisannouncement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
Financial information relating to Avast includedin the Scheme Document has been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparableto financial information of U.S. companies or companies whose financial statements are prepared in accordance with U.S. GAAP. U.S. GAAPdiffers in certain significant respects from accounting standards applicable in the United Kingdom.
Avast is incorporated under the laws of Englandand Wales. In addition, some of its officers and directors reside outside the United States, and some or all of its assets are or maybe located in jurisdictions outside the United States. Therefore, investors may have difficulty effecting service of process within theUnited States upon those persons or recovering against Avast or its officers or directors on judgments of United States federal, stateor district courts, including judgments based upon the civil liability provisions of the U.S. federal securities laws. It may not be possibleto sue Avast or its officers or directors in a non-U.S. court for violations of the U.S. securities laws.
Forward-looking statements
This announcement contains certain forward-lookingstatements with respect to the Norton Life Lock Group and the Avast Group. These forward-looking statements can be identified by the factthat they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other wordsof similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (I) future capitalexpenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) businessand management strategies and the expansion and growth of the operations of the Norton Life Lock Group or the Avast Group, (Hi) the effectsof government regulation on the business of the NortonLifeLock Group or the Avast Group, (iv) expectation as to timing of futureevents and (v) satisfaction or waiver of Regulatory Conditions. There are many factors which could cause actual results to differmaterially from those expressed or implied in forward-looking statements. Such factors include the possibility that the Merger will notbe completed on a timely basis (including the timelines set forth in this announcement) or at all, whether due to the failure to satisfyor waive the conditions of the Merger (including approvals or clearances from regulatory and other agencies and bodies) or otherwise,general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes inpolitical and economic stability, disruptions in business operations due to reorganisation activities, interest rate and currency fluctuations,the inability of the Combined Company to realise successfully any anticipated synergy benefits when (and if) the Merger is implemented,the inability of the Combined Company to integrate successfully (or at all, or on a timely basis) the operations of the NortonLifeLockGroup and the Avast Group when (and if) the Merger is implemented and the Combined Company incurring and/or experiencing unanticipatedcosts and/or delays or difficulties relating to the Merger and/or integration when (and if) it is implemented. Additional informationconcerning these and other risk factors is contained in the Risk Factors sections of NortonLifeLock’s most recent reports on Form 10-Kand Form 10-Q, the NortonLifeLock Proxy Statement and the NortonLifeLock Prospectus, the contents of which are not incorporated byreference into, nor do they form part of, this announcement.
These forward-looking statements are basedon numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operatein the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because theyrelate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-lookingstatements in this announcement may cause the actual results, performance or achievements of any such person, or industry results anddevelopments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements.No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautionednot to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. All subsequent oralor written forward-looking statements attributable to the NortonLifeLock Group or the Avast Group or any persons acting on their behalfare expressly qualified in their entirety by the cautionary statement above. None of NortonLifeLock, Bidco or Avast undertake any obligationto update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except tothe extent required by applicable law, regulation or stock exchange rules.
No profit forecasts or estimates
No statement in this announcement is intendedas, or is to be construed as, a profit forecast or estimate for any period and no statement in this announcement should be interpretedto mean that earnings or earnings per ordinary share, for Norton Life Lock or Avast, respectively for the current or future financialyears would necessarily match or exceed the historical published earnings or earnings per ordinary share for NortonLifeLock or Avast,respectively.
Publication on website
A copy of this announcement will be made available(subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Avast’s website (at https://investors.avast.com/)and on NortonLifeLock’s website (at https://investor.nortonlifelock.com/) by no later than 12 noon London time on thebusiness day following the date of this announcement. Neither the contents of these websites nor the content of any other website accessiblefrom hyperlinks on such websites is incorporated into, or forms part of, this announcement.
Information relating to Avast Shareholders
Please be aware that addresses, electronicaddresses and certain other information provided by Avast Shareholders, persons with information rights and other relevant persons forthe receipt of communications from Avast may be provided to Bidco during the Offer Period as required under Section 4 of Appendix4 of the Code to comply with Rule 2.11(c) of the Code.
Important Information
If you are in any doubt about the contentsof this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately fromyour stockbroker, bank manager, solicitor, accountant or independent financial advisor duly authorised under the Financial Services andMarkets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independentfinancial advisor.
Dealing and opening position disclosurerequirements of the Code
Under Rule 8.3(a) of the Code, anyperson who is interested in one per cent or more of any class of relevant securities of an offeree company or of any securities exchangeofferor (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solelyin cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcementin which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’sinterests and short positions in, and rights to subscribe for, any relevant securities of each of (I) the offeree company and (ii) anysecurities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no laterthan 3.30 p.m. (London time) on the 10^th^ Business Day (as defined in the Code) following the commencement of the OfferPeriod and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th^ Business Day (as defined in the Code)following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securitiesof the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must insteadmake a Dealing Disclosure.
Under Rule 8.3(b) of the Code, anyperson who is, or becomes, interested in one per cent or more of any class of relevant securities of the offeree company or of any securitiesexchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securitiesexchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positionsin, and rights to subscribe for, any relevant securities of each of (I) the offeree company and (ii) any securities exchangeofferor(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person towhom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code)following the date of the relevant dealing.
If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree companyor a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be madeby the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by anypersons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companiesin respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the DisclosureTable on the Panel’s website at http://www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue,when the Offer Period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Uniton +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure ora Dealing Disclosure.