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Risks Related to the Merger with Elkay
−Removed: We will record goodwill and other intangible assets as a result of the Merger that could become impaired and result in material non-cash charges to our results of operations in the future.
−Removed: We will account for the Merger as an acquisition of a business in accordance with GAAP.
−Removed: Under the acquisition method of accounting, the assets and liabilities of Elkay and its subsidiaries will be recorded, as of the completion of the Merger, at their respective fair values and added to Zurn Elkay’s.
−Removed: Our reported financial condition and results of operations for periods after completion of the Merger will reflect Elkay’s balances and results after completion of the Merger but will not be restated retroactively to reflect the historical financial position or results of operations of Elkay and its subsidiaries for periods prior to the Merger.
−Removed: Under the acquisition method of accounting, the total purchase price will be allocated to Elkay’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Merger.
−Removed: The excess of the purchase price over those fair values, if any, will be recorded as goodwill.
+Added: We recorded substantial goodwill and other intangible assets as a result of the Merger that could become impaired and result in material non-cash charges to our results of operations in the future.
+Added: We account for the Merger as an acquisition of a business in accordance with GAAP.
+Added: Under the acquisition method of accounting, the assets and liabilities of Elkay and its subsidiaries have been recorded, as of the completion of the Merger, at their respective fair values.
+Added: Our reported financial condition and results of operations for periods after completion of the Merger reflect Elkay’s balances and results after completion of the Merger but have not been restated retroactively to reflect the historical financial position or results of operations of Elkay and its subsidiaries for periods prior to the Merger.
+Added: Under the acquisition method of accounting, the total purchase price was allocated to Elkay’s tangible assets and liabilities and identifiable intangible assets based on their fair values as of the date of completion of the Merger.
+Added: The excess of the purchase price over those fair values, if any, was recorded as goodwill.
To the extent the value of goodwill or intangibles, if any, becomes impaired in the future, we may be required to incur material non-cash charges relating to such impairment.
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We may be unable to successfully integrate Elkay’s business into our business or achieve the anticipated benefits of the Merger.
−Removed: The success of the Merger will depend, in part, on our ability to realize the anticipated benefits and cost savings from adding Elkay’s businesses, and there can be no assurance that we will be able to successfully integrate or otherwise realize the anticipated benefits of the Merger.
−Removed: Difficulties in integration may result in Zurn Elkay performing differently than expected, in operational challenges, or in the failure to realize anticipated expense-related efficiencies or other synergies.
−Removed: Potential difficulties that may be encountered in the integration process include, among others:
+Added: The success of the Merger depends, in part, on our ability to realize the anticipated benefits and cost savings from adding Elkay’s businesses, and we cannot assure successful integration or realization of the anticipated benefits of the Merger.
+Added: Potential difficulties that may be encountered in the integration process which may result in Zurn Elkay performing differently than expected include, among others:
• the inability to successfully integrate Elkay in a manner that permits the achievement of full revenue, expected cash flows and cost savings anticipated from the Merger;
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• the disruption of, or the loss of momentum in, our ongoing business or inconsistencies in standards, controls, procedures and policies.
−Removed: We may not be able to accomplish this integration process successfully.
Our results may suffer if we do not effectively manage our expanded operations following the Merger.
−Removed: Following completion of the Merger, the size of our business will increase significantly beyond its current size.
−Removed: Our future success will depend, in part, on our ability to manage this expanded business, which poses numerous risks and uncertainties, including the need to integrate the operations and business of Elkay into our existing business in an efficient and
−Removed: timely manner, to combine systems and management controls and to integrate relationships with customers, vendors and business partners.
−Removed: The market price for Zurn Elkay Common Stock following the completion of the Merger may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of Zurn Elkay Common Stock.
−Removed: Zurn’s businesses differ in some regards from those of Elkay and, accordingly, the results of operations of Zurn following completion of the Merger will be affected by some factors that are different from those currently or historically affecting the results of operations of Zurn.
−Removed: In addition, following the closing of the Merger, we may seek to raise additional equity financing through one or more underwritten offerings and/or private placements and/or rights offerings, or issue stock in connection with acquisitions, which may result in downward pressure on the share price of the Zurn Elkay Common Stock.
+Added: Following the Merger, the size of our business has increased significantly beyond its previous size.
+Added: Our future success will depend, in part, on our ability to manage this expanded business, resulting in risks and uncertainties, including the need to efficiently and timely integrate the operations and business of Elkay, to combine systems and management controls, and to integrate relationships with customers, vendors and business partners.
+Added: The market price of Zurn Elkay Common Stock following the Merger may be affected by different or additional factors.
+Added: Zurn’s businesses differ somewhat from Elkay's which may cause the results of operations of Zurn following the Merger to be affected differently by economic, market and other factors.
Sales of substantial amounts of the Zurn Elkay Common Stock in the open market by the former Elkay stockholders could depress the trading price of our common stock.
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These sales (or the perception that these sales may occur), coupled with the increase in the outstanding number of shares of our Common Stock, may adversely affect the trading price of our Common Stock.
−Removed: Certain former stockholders of Elkay have registration rights, the exercise of which could adversely affect the trading price of our Common Stock.
+Added: Certain former stockholders of Elkay have registration rights, the exercise of which could adversely affect the market price of our Common Stock.
In connection with the Merger, the Company and certain stockholders of Elkay entered into a Registration Rights Agreement, pursuant to which such stockholders have a right to demand registration of one public offering within the first three years after the closing of the Merger, subject to certain minimum and maximum thresholds and other customary conditions.
−Removed: The existence and potential or actual exercise of such rights, and the perception that a large number of shares will be publicly sold in the market, could adversely impact the trading price of our Common Stock.
+Added: The existence and potential or actual exercise of such rights could adversely impact the market price of our Common Stock.
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.