On September 2, 2025, we announced our intention to separate our company into two independent publicly traded companies through a tax-free spin-off. On February 11, 2026, we announced that the Board has decided to pause work related to the Separation. If work related to the Separation is resumed, the Separation would be subject to the satisfaction of customary conditions, including final approval by the Board, receipt of favorable tax opinions of our U.S. tax advisors with respect to the tax-free nature of the Separation, and the effectiveness of appropriate filings with the U.S. Securities and Exchange
Commission. The failure to satisfy any of the required conditions could further delay the completion of the Separation or prevent it from occurring at all.
The Separation is complex in nature, and unanticipated developments or changes, including changes in the law, macroeconomic environment, regulatory and political conditions and competitive conditions of our markets, the need both to receive regulatory approvals or clearances and to satisfy the requirements to effectuate a generally tax-free transaction, the uncertainty of the financial markets and challenges in executing the Separation, could further delay or prevent the completion of the Separation or cause the Separation to occur on terms or conditions that are different or less favorable than expected. Any changes to the Separation or further delay in completing the Separation could cause us not to realize some or all of the expected benefits, or realize them on a different timeline than currently expected. Further, our Board could decide, either because of a failure of conditions or because of market or other factors, to further delay or abandon the Separation. No assurance can be given as to whether and when the Separation will occur.
Whether or not we complete the Separation, our ongoing business may be adversely affected and we may be subject to certain risks and consequences if we pursue the Separation, including the following:
- The process of completing the Separation will be time-consuming and involve significant additional costs and expenses, which may not yield a discernible benefit if the Separation is not completed, and pausing efforts on the Separation could lead to higher execution costs and expenses, if we resume efforts to pursue the Separation, than we would have otherwise incurred without such pause.
- Executing the Separation will require significant time and attention from our senior management and employees, which may divert management’s attention from operating and growing our business and could adversely affect our business, financial condition, results of operations, or cash flows.
- We may also experience increased difficulties in attracting, retaining, and motivating employees during the pendency of the Separation and following completion of the Separation, which could harm our businesses.
- The assumptions underlying expectations regarding the integration process, including with respect to the Separation may prove to be faulty and/or inaccurate.
- Some of our customers or suppliers may delay or defer decisions or may end their relationships with us.
- We may experience negative reactions from the financial markets if we fail to complete the Separation or fail to complete it on a timely basis.
- The announcement of the Separation, and any changes regarding the timing of the Separation, may create greater volatility in the trading price of our shares and potentially cause market prices to decline.
Any of the above factors could cause the Separation (or the failure to execute the Separation) to have a material adverse effect on our business, financial condition, results of operations, or cash flows.