Item 7.01 Regulation FD Disclosure
On July 23, 2019, Sotheby’s (the “Company”) announced on its website that it does not intend to hold a conference call to discuss its financial results for the second quarter and six months ended June 30, 2019 due to the proposed acquisition of the Company by BidFair USA LLC (“Parent”) pursuant to the Agreement and Plan of Merger, dated as of June 16, 2019, by and among the Company, Parent and BidFair MergeRight Inc. The announcement also states that more detailed information regarding the proposed acquisition and the Company’s financial results are included in the Company’s preliminary proxy statement, filed with the SEC on July 12, 2019, and its Form 10-Q for the second quarter of 2019, which is expected to be filed with the SEC on July 30, 2019.
A copy of the announcement is furnished as Exhibit 99.1 hereto.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed acquisition. In connection with the proposed acquisition, the Company has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) on July 12, 2019 and intends to file other relevant materials with the SEC, including a definitive proxy statement on Schedule 14A. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE PRELIMINARY PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Investors and security holders are able to obtain copies of the preliminary proxy statement and other documents filed with the SEC (when available) free of charge at the SEC’s website, http://www.sec.gov.
Participants in Solicitation
The Company, Parent and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the proposed acquisition. Information about the directors and executive officers of the Company is set forth in its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 29, 2019, and in the preliminary proxy statement, which was filed with the SEC on July 12, 2019. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed acquisition when they become available.
Forward-Looking Statements
Certain statements in this communication may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements.
Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which we have no control. These factors, risks and uncertainties include, but are not limited to, the following: (i) conditions to the completion of the proposed acquisition, including stockholder approval of the proposed acquisition, may not be satisfied or the regulatory approvals required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the proposed acquisition; (iii) the effect of the announcement or pendency of the proposed acquisition on the Company’s business relationships, operating results, and business generally; (iv) risks that the proposed acquisition disrupts the Company’s current plans and operations and potential difficulties in the Company’s employee retention as a result of the proposed acquisition; (v) risks related to diverting management’s attention from our ongoing business operations; (vi) potential litigation that may be instituted against the Company or its directors or officers related to the proposed acquisition or the merger agreement between the parties to the proposed acquisition; (vii) the amount of the costs, fees, expenses and other charges related to the proposed acquisition; and (ix) such other factors as are set forth in the Company’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Forward Looking Statements” in its Forms 10-K for the fiscal year ended December 31, 2018 and in its other filings made with the SEC from time to time, which are available via the SEC’s website at www.sec.gov.
Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. The Company does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by the Company or any other person that the events or circumstances described in such statement are material.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Announcement dated July 23, 2019.