UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 30, 2020, Central Garden & Pet Company (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all of the outstanding shares of capital stock of Flora Parent, Inc., a Delaware corporation (“Green Garden”). Pursuant to the Merger Agreement, Genesis MergerCo, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, would merge with and into Green Garden, with Green Garden surviving as a wholly-owned subsidiary of the Company. The Company’s press release regarding its proposed acquisition of Green Garden is attached as Exhibit 99.1 to this Form 8-K.
Under the terms of the Merger Agreement, the Company will pay a total of $532 million, subject to certain adjustments.
The consummation of the Company’s acquisition of Green Garden is subject to the receipt of necessary approvals under U.S. antitrust laws and other customary closing conditions. The acquisition is expected to close in the Company’s second fiscal quarter ending March 27, 2021.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which will be filed as an exhibit to the Form 8-K announcing the closing of the acquisition.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated December 31, 2020. | |
| 104 | Cover Page Interactive Data File -the cover page iXBRL tags are embedded within the Inline XBRL document.). | |
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SIGNATURES
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.
| CENTRAL GARDEN & PET COMPANY | ||
| By: | /s/ George A. Yuhas | |
| George A. Yuhas | ||
| General Counsel and Secretary | ||
Dated: December 31, 2020
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