UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously announced, on August 1, 2021 (Pacific Daylight Time) / August 2, 2021 (Australian Eastern Standard Time), Block, Inc. (formerly known as Square, Inc.) (“Block”), Lanai (AU) 2 Pty Ltd, an Australian proprietary company limited by shares and an indirect wholly owned subsidiary of Block (“Lanai”), and Afterpay Limited, an Australian public company limited by shares and listed on the Australian Securities Exchange (“Afterpay”), entered into a Scheme Implementation Deed, as amended by the Amending Deed dated December 6, 2021 (Pacific Standard Time) / December 7, 2021 (Australian Eastern Daylight Time) (the “Amending Deed”), pursuant to which, subject to the satisfaction or waiver of the conditions set forth therein, Block will acquire (indirectly through Lanai) all Afterpay ordinary shares pursuant to a court-approved scheme of arrangement under Part 5.1 of Australia’s Corporations Act 2001 (Cth) (the scheme of arrangement, as varied pursuant to the Amending Deed, the “Scheme” and such acquisition, the “Transaction”).
On December 16, 2021 (Pacific Standard Time) / December 17, 2021 (Australian Eastern Daylight Time), the Supreme Court of New South Wales (the “Court”) made orders approving the Transaction subject to the satisfaction of the condition to the Transaction related to the prior non-opposition of the Bank of Spain (the “Condition Subsequent”). As a result, the parties will be required to implement the Scheme (i.e., the Scheme will take effect without the need for further approval by Afterpay shareholders or the Court) upon the satisfaction of the Condition Subsequent. If the Condition Subsequent is not satisfied by April 14, 2022, the Scheme will not proceed.
Also on December 16, 2021 (Pacific Standard Time) / December 17, 2021 (Australian Eastern Daylight Time), the Court’s orders described in the previous paragraph were filed with the Australian Securities and Investments Commission, upon which filing the Scheme became effective under Australian law.
Block continues to expect the closing of the Transaction to occur in the first quarter of calendar year 2022.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Examples of forward-looking statements in this current report include, among others, statements regarding the expected timing for the satisfaction of the closing condition related to the non-opposition of the Bank of Spain and the expected timing for the closing of the pending transaction.
The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors described from time to time in Block’s filings with the SEC and Afterpay’s filings with the ASX, including Block’s Annual Report on Form 10-K for the year ended December 31, 2020 and most recent Quarterly Report on Form 10-Q and Afterpay’s Annual Report for the financial year ended June 30, 2021, and future filings and reports by either Block or Afterpay.
In addition, other factors related to the pending transaction between Block and Afterpay that contribute to the uncertain nature of the forward-looking statements include, but are not limited to: the expected timing to complete the pending transaction; filings and approvals relating to the pending transaction; the ability to complete the pending transaction considering the closing condition related to the non-opposition of the Bank of Spain; and the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the pending transaction. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance on these statements.
All forward-looking statements are based on information and estimates available to Block or Afterpay at the time of this communication and are not guarantees of future performance. Except as required by law, neither Block nor Afterpay assume any obligation to update any of the statements in this communication, and any statement in this communication is subject to change without notice.
The distribution of this communication may be subject to legal or regulatory restrictions in certain jurisdictions. Any person who comes into possession of this communication must inform himself or herself of and comply with any such restrictions.
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.
| Date: December 17, 2021 | BLOCK, INC. | |||||
| By: | /s/ Sivan Whiteley | |||||
| Name: | Sivan Whiteley | |||||
| Title: | Chief Legal Officer and Corporate Secretary | |||||