−Removed: In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A.
−Removed: “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended April 2, 2022, which could materially and adversely affect our business, financial condition or future results of operations.
−Removed: These risks are not the only risks that we face.
−Removed: Our business operations could also be affected by additional factors that are not presently known to us or that we currently consider to be immaterial to our operations.
+Added: The following should be read in conjunction with the risk factors set forth in our Annual Report on Form 10-K for the year ended April 1, 2023.
+Added: The announcement and pendency of the proposed merger with Tapestry, Inc.
+Added: could adversely affect our business, financial results and operations.
+Added: On August 10, 2023, Capri entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tapestry, Inc., a Maryland corporation (“Tapestry”), and Sunrise Merger Sub, Inc., a British Virgin Islands business company limited by shares and a direct wholly owned subsidiary of Tapestry (“Merger Sub”).The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth therein, Tapestry will acquire Capri in an all-cash transaction by means of a merger of Merger Sub with and into Capri (the “Merger”), with Capri surviving the Merger as a wholly owned subsidiary of Tapestry.
+Added: The announcement and pendency of the proposed Merger could cause disruptions in and create uncertainty surrounding our business, including affecting our relationships with our existing and future customers, vendors and employees, which could have a significant negative impact on our future revenues and results of operations, regardless of whether the Merger is completed.
+Added: In particular, we could potentially lose important personnel as a result of the departure of employees who decide to pursue other opportunities in light of the proposed transaction.
+Added: In addition, management and financial resources have been diverted and will continue to be diverted towards the completion of the Merger, which could have a negative impact on our future revenues and/or results of operations.
+Added: We are also subject to restrictions, without the consent of Tapestry, on the conduct of our business prior to the consummation of the Merger as provided in the Merger Agreement, including, among other things, certain restrictions on our ability to make certain capital expenditures, make investments and acquisitions, enter into certain contracts, open store locations, sell, transfer or dispose of our assets and incur indebtedness.
+Added: These restrictions could prevent us from pursuing otherwise attractive business opportunities, result in our inability to respond effectively and/or timely to competitive pressures, industry developments and future opportunities, and otherwise have a significant negative impact on our future revenues and/or results of operations.
+Added: Failure to complete the proposed Merger could adversely affect our business and the market price of our ordinary shares.
+Added: There is no assurance that the closing of the Merger will occur.
+Added: Consummation of the Merger is subject to various conditions, including the approval of the Company’s shareholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other regulatory approvals, and certain other conditions.
+Added: We cannot predict with certainty whether and when any of these conditions will be satisfied.
+Added: In addition, the Merger Agreement may be terminated under certain specified circumstances, including, but not limited to, a change in the recommendation of the Board or a termination of the Merger Agreement by us to enter into an agreement for a superior proposal, as defined in the Merger Agreement.
+Added: If the Merger is not consummated, and there are no other parties willing and able to acquire us at a price of $57 per share or higher and on other terms acceptable to us, our share price will likely decline as our shares have recently traded at prices based on the proposed per share price for the Merger.
+Added: We have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the proposed Merger, as well as the direction of management resources towards the Merger, for which we will have received little or no benefit if the closing of the Merger does not occur.
+Added: A failed transaction may result in negative publicity and a negative impression of us in the investment community.
+Added: If the Merger is not consummated, there can be no assurance that any other transaction acceptable to us will be offered or that our business, prospects or results of operations will not be adversely affected.
+Added: Upon termination of the Merger Agreement by us or Tapestry under specified conditions, we may be required to pay a termination fee of $240 million, and in other circumstances our remedy may be limited to reimbursement of certain expenses or we may not be entitled to receive any reimbursement.
+Added: The occurrence of any of these events individually or in combination could have a material adverse impact on our results of operations and our stock price.
+Added: We may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuits could prevent or delay the consummation of the Merger and/or result in substantial costs.
+Added: Lawsuits related to the Merger may be filed against us, Tapestry, and our respective affiliates, directors and officers.
+Added: If dismissals are not obtained or a settlement is not reached, these lawsuits could prevent or delay completion of Merger and/or result in substantial costs to us.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.