UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 2016

 
 
 
 
 
  Avon Products, Inc.
(Exact name of registrant as specified in charter)
 
 
 
 
 
 
 
 
 
 
New York
 
1-4881
 
13-0544597
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
777 Third Avenue
New York, N.Y. 10017-1307
(Address of principal executive offices) (Zip Code)
(212) 282-5000
(Registrant’s telephone number, including area code)  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
 







INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.01
Entry into Material Definitive Agreement.
On March 27, 2016, Avon Products, Inc., a New York corporation (the “Company”), entered into an Agreement (the “Agreement”) with an investor group led by Barington Capital Group, L.P. (collectively, “Barington”) that collectively owns over 3% of the outstanding shares of common stock of the Company.
Under the terms of the Agreement, Barington has been granted the right to approve the appointment of an independent director to the Company’s Board of Directors (the “Board”) that will be selected jointly by the Company and Cerberus Capital Management, L.P., in accordance with the terms of the Investor Rights Agreement, dated as of March 1, 2016, between the Company and an affiliate of Cerberus Capital Management, L.P. Also under the terms of the Agreement, Barington has agreed to withdraw its nominations for election to the Board at the Company’s 2016 annual meeting of shareholders and to vote all its shares in favor of the nominees proposed by the Board. The Agreement does not contain any standstill provisions.
The foregoing description of the terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
A copy of the joint press release issued by the Company and Barington Capital Group, L.P. announcing the entry into the Agreement is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1
Agreement, dated as of March 27, 2016, between Avon Products, Inc. and Barington
Exhibit 99.1
Joint Press Release of Avon Products, Inc. and Barington Capital Group, L.P., dated March 28, 2016


(Page 2 of 3 Pages)









SIGNATURE
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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
AVON PRODUCTS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
          (Registrant)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Jeff Benjamin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Name: Jeff Benjamin
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Title: Senior Vice President, General Counsel and Chief Ethics & Compliance Officer

Date: March 28, 2016
 
(Page 3 of 3 Pages)






EXHIBIT INDEX
 
 
 
 
Exhibit
  
 
No.
 
Description
 
 
10.1
  
Agreement, dated as of March 27, 2016, between Avon Products, Inc. and Barington
99.1
 
Joint Press Release of Avon Products, Inc. and Barington Capital Group, L.P., dated March 28, 2016






Exhibit 10.1

EXECUTION COPY

AGREEMENT
This Agreement, dated March 27, 2016 (this “ Agreement ”), is by and among Barington Companies Equity Partners, L.P. and the entities and natural persons listed on Schedule A (collectively, “ Barington ”) and Avon Products, Inc. (the “ Company ”).
In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Barington Withdrawal and Related Items . Upon execution of this Agreement, Barington hereby irrevocably:  (i) withdraws its director nominations submitted to the Company in connection with the Company’s 2016 Annual Meeting of Shareholders (the “ 2016 Annual Meeting ”) and agrees not to take any further action in connection with the 2016 Annual Meeting (other than in connection with such withdrawal or as otherwise provided herein); (ii) agrees not to, directly or indirectly, nominate any person for election at the 2016 Annual Meeting, submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, or initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting; and (iii) agrees to appear in person or by proxy at the 2016 Annual Meeting and cause all shares of Company common stock (“ Common Stock ”) beneficially owned by Barington to be present for quorum purposes and to vote all shares of Common Stock beneficially owned by Barington at the 2016 Annual Meeting in favor of all persons nominated to serve as directors of the Company by the Board of Directors of the Company (the “ Board ”) as reflected in the Company’s definitive proxy statement and (b) against any shareholder nominations for director which are not approved and recommended by the Board for election at such meeting. Barington shall, and shall cause its affiliates and investment advisory clients to, take each of the required actions (or refrain from taking each of the prohibited actions) set forth in this Section 1, as applicable, and shall not publicly or privately encourage or support any other shareholder to take any action in violation of this Section 1 or publicly oppose any other recommendation of the Board with respect to matters to be voted on at the 2016 Annual Meeting.

2. Board Matters . The Nominating and Corporate Governance Committee (the “ Nominating Committee ”) of the Board, the Board and the Company shall work in good faith and each use their commercially reasonable efforts to identify and appoint to the Board within ninety (90) days from the date hereof one director selected by the Company to fill the current vacancy on the Board (hereinafter, the “ New Director ”), who shall (a) qualify as an independent director of the Company under the listing rules of the New York Stock Exchange and (b) have been consented to by Barington. Upon becoming a member of the Board, the New Director shall have the same rights and benefits as any other Board member and shall be subject to the same duties, protections and policies of the Company that are applicable to all members of the Board.





Furthermore, the New Director shall be considered by the Nominating Committee for inclusion on committees of the Board in good faith in a manner consistent with other members of the Board, in accordance with past practice, for which purpose his or her qualifications and experience shall be reasonably considered. The Nominating Committee will consider in good faith any candidates proposed by Barington, including the nominees previously nominated by Barington. Prior to making any recommendation to the Board, the Nominating Committee will arrange for Barington to meet with the proposed candidate at a time and in a manner reasonably acceptable to both Barington and the Nominating Committee.

3. Representations and Warranties of All Parties; Representations and Warranties of Barington . Each of the parties represents and warrants to the other party that:  (a) such party has all requisite corporate or limited liability company power (or legal capacity, as applicable) and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation of such party, enforceable against such party in accordance with its terms; (c) this Agreement will not result in a violation of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law, rule, license, regulation, judgment, order or decree governing or affecting such party; and (d) there is currently no pending or outstanding litigation between Barington and the Company or affiliates thereof. As of the date hereof, Barington beneficially owns in the aggregate 13,206,412 shares of Common Stock. Neither Barington Companies Equity Partners, L.P. nor any of its affiliates is a member of a “group” with any person or entity outside of Barington, its affiliates and its investment advisory clients within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

4. Remedies; Forum and Governing Law . The parties hereto recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or in equity, the other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, exclusively in the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than


2





the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York, and irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case the other party seeks to enforce the terms by way of equitable relief and (e) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party’s principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

5. Press Release; SEC Filings . (a)  The parties agree that the Company and Barington shall jointly issue a press release promptly after the date hereof announcing the terms of this Agreement, in the form attached hereto as Exhibit A and the Company will file a Form 8-K with respect to this Agreement in the form attached hereto as Exhibit B.

(b)    The Company will provide Barington with true and complete copies of any portion of the proxy statement (as such term is defined in Rule 14a-1 promulgated under the Exchange Act) with respect to the 2016 Annual Meeting (such proxy statement, the “ 2016 Proxy Statement ”), all other solicitation materials to be delivered to shareholders in connection with the 2016 Annual Meeting, and any other filing to be made with the SEC in connection with the 2016 Annual Meeting, in each case that refer to Barington, the New Director or this Agreement, at least two business days before filing such materials with the SEC in order to permit Barington a reasonable opportunity to review and comment on such portions, and will consider in good faith any comments received from Barington and its counsel relating to such portions. Except as otherwise required by applicable law, the Company shall use the same or substantially similar language, or any summary thereof that is agreed upon for the foregoing filings, in all other filings with the SEC that disclose, discuss, refer to or are being filed in response to or as a result of this Agreement.

6. No Waiver . Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

7. Further Assurances . From and after the execution of this Agreement until the completion of the 2016 Annual Meeting (which shall occur no later than the thirteen month anniversary of the 2015 Annual Meeting of the Company), Barington agrees that it will not, and will not permit any of its affiliates to, take any action contrary to the Company’s solicitation of proxies in connection with the 2016 Annual Meeting, and shall cooperate with the Company in good faith in order to implement and carry out the intent of this Agreement.

3






8. Entire Agreement . This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.

9. Notices . All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

If to the Company:
Avon Products, Inc.
777 Third Avenue
New York, NY 10017-1307
Attention:     General Counsel        
Email:        jeff.benjamin@avon.com
With a copy to (which shall not constitute notice):
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Attention:    Scott A. Barshay, Esq.
Jonathan L. Davis, Esq.
Email:        sbarshay@cravath.com
jdavis@cravath.com
If to Barington:

Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 17th Floor
New York, New York 10019
Attention:    James A. Mitarotonda
Jared L. Landaw
Email:        jmitarotonda@barington.com
jlandaw@barington.com

With a copy to (which shall not constitute notice):

Olshan Frome & Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY 10022
Attention:    Steve Wolosky, Esq.
Andrew M. Freedman, Esq.
Email:        swolosky@olshanlaw.com
afreedman@olshanlaw.com

4






10. Severability . If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

11. Counterparts . This Agreement may be executed in two or more counterparts (and may be delivered in portable document format (.pdf)), all of which together shall constitute a single agreement.

12. Successors and Assigns . This Agreement shall not be assignable or assigned, directly or indirectly, by operation of law or otherwise, by any of the parties to this Agreement.

13. No Third Party Beneficiaries . This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other persons.

14. Fees and Expenses . Within five business days of the date hereof, the Company shall pay to Barington $160,000 by certified check or wire transfer of immediately available funds to reimburse Barington for its out-of-pocket expenses incurred prior to the date of this Agreement including, without limitation, in connection with its communication with the Board and the Company’s management, its nomination notice pursuant to the by-laws of the Company (the “ Nomination Notice Letter ”), the 2016 Annual Meeting and its preparation for a solicitation of shareholders, the drafting, negotiation and execution of this Agreement and all of its other activities and matters related to the foregoing, including, but not limited to, the fees and disbursements of counsel, consultants and other advisors. Except as provided in the preceding sentence, all costs and expenses incurred in connection with the Nomination Notice Letter, the 2016 Annual Meeting, the negotiation and execution of this Agreement and all related activities and matters will be paid by the party incurring such cost or expenses.

15. Interpretation and Construction . Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regard to events of drafting or preparation. The term “including” shall be deemed to mean “including without limitation” in all instances.

5






16. Representative . Each of the parties set forth on Schedule A hereto (each, a “Barington Party”) hereby irrevocably appoints Barington Capital Group, L.P. as such Barington Party’s attorney-in-fact and representative (the “ Barington Representative ”), in such Barington Party’s place and stead, to do any and all things and to execute any and all documents and give and receive any and all notices or instructions in connection with this Agreement and the transactions contemplated hereby. The Company will be entitled to rely, as being binding on each Barington Party, upon any action taken by the Barington Representative or upon any document, notice, instruction or other writing given or executed by the Barington Representative.


6






IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.
Very truly yours,
AVON PRODUCTS, INC.
By:
/s/ Jeff Benjamin
 
Name: Jeff Benjamin
 
Title: Senior Vice President, General Counsel and Chief Ethics and Compliance Officer






[Signature Page to Agreement between Barington and Avon Products, Inc.]









Accepted and agreed as of the date first written above:
BARINGTON COMPANIES EQUITY PARTNERS, L.P.
By:
Barington Companies Investors, LLC,
its general partner
 
 
 
 
By:
/s/ James A. Mitarotonda
 
 
Name: James A. Mitarotonda
 
 
Title: Managing Member


BARINGTON COMPANIES INVESTORS, LLC
 
By:
/s/ James A. Mitarotonda
 
 
Name: James A. Mitarotonda
 
 
Title: Managing Member

BARINGTON COMPANIES MANAGEMENT, LLC
 
By:
/s/ James A. Mitarotonda
 
 
Name: James A. Mitarotonda
 
 
Title: Managing Member


BARINGTON CAPITAL GROUP, L.P.
By:
LNA Capital Corp.,
its general partner
 
 
 
 
By:
/s/ James A. Mitarotonda
 
 
Name: James A. Mitarotonda
 
 
Title: President and CEO


LNA CAPITAL CORP.
 
By:
/s/ James A. Mitarotonda
 
 
Name: James A. Mitarotonda
 
 
Title: President and CEO


[Signature Page to Agreement between Barington and Avon Products, Inc.]






JAMES A. MITAROTONDA
 
/s/ James A. Mitarotonda
 
James A. Mitarotonda


HILCO, INC.
 
By:
/s/ Eric W. Kaup
 
 
Name: Eric W. Kaup
 
 
Title: Secretary


JOSEPH R. GROMEK
 
/s/ Joseph R. Gromek
 
Joseph R. Gromek


GUY PHILLIPS
 
/s/ Guy Phillips
 
Guy Phillips


NUORION HOLDING AG
 
By:
/s/ Guy Phillips
 
 
Name: Guy Phillips
 
 
Title: Chief Executive Officer


NUORION PARTNERS AG
 
By:
/s/ Guy Phillips
 
 
Name: Guy Phillips
 
 
Title: Chief Executive Officer


NUORION VENUS GP, LTD.
 
By:
/s/ Guy Phillips
 
 
Name: Guy Phillips
 
 
Title: Director

[Signature Page to Agreement between Barington and Avon Products, Inc.]






BARINGTON NUORION FUND I, L.P.
By:
NuOrion Venus GP, Ltd.,
its general partner
 
 
 
 
By:
/s/ Guy Phillips
 
 
Name: Guy Phillips
 
 
Title: Director


BARINGTON NUORION FUND IA, L.P.
By:
NuOrion Venus GP, Ltd.,
its general partner
 
By:
/s/ Guy Phillips
 
 
Name: Guy Phillips
 
 
Title: Director


BARINGTON NUORION MASTER FUND I, L.P.
By:
NuOrion Venus GP, Ltd.,
its general partner
 
By:
/s/ Guy Phillips
 
 
Name: Guy Phillips
 
 
Title: Director


[Signature Page to Agreement between Barington and Avon Products, Inc.]









Schedule A
Barington Companies Equity Partners, L.P.
Barington Companies Investors, LLC
Barington Companies Management, LLC
Barington Capital Group, L.P.
LNA Capital Corp.
James A. Mitarotonda
Hilco, Inc.
Joseph R. Gromek
Guy Phillips
NuOrion Holding AG
NuOrion Partners AG
NuOrion Venus GP, Ltd.
Barington NuOrion Fund I, L.P.
Barington NuOrion Fund IA, L.P.
Barington NuOrion Master Fund I, L.P.





Exhibit 99.1

[Avon Logo]

news release                                            
CONTACTS:
MEDIA:
INVESTORS:
BARINGTON CAPITAL GROUP, L.P.:
Brunswick Group
Adam Zerfass
Jared L. Landaw, Chief Operating Officer
Radina Russell
212-282-5320
212-974-5713
212-333-3810
 
jlandaw@barington.com
                                        

Avon Products, Inc. and Barington Capital Group, L.P. Reach Agreement

NEW YORK, March 28, 2016 -- Avon Products, Inc. (NYSE: AVP) (“Avon” or the “Company”) and an investor group led by Barington Capital Group, L.P., including NuOrion Partners AG and certain other investors that collectively own over 3% of the outstanding shares of the Company (“Barington”), today announced that they have reached an agreement in connection with the Company’s 2016 Annual Meeting of Shareholders (“the Agreement”). Under the terms of the Agreement, Barington has been granted the right to approve the appointment of an independent director to the Avon Board that will be selected jointly by the Company and Cerberus Capital Management, L.P. Also under the terms of the Agreement, Barington has agreed to withdraw its nominations for election to Avon’s Board of Directors at the Company's 2016 Annual Meeting and to vote all of its shares in favor of the nominees proposed by the Avon Board.

Chan W. Galbato, Avon’s non-executive Chairman of the Board, said, “We are pleased to have reached this settlement agreement with Barington, which allows us to avoid a potential proxy contest. We have a process underway to identify the additional independent Board member and we look forward to working with Barington to complete that process. The Avon Board and management team continue to be fully engaged in executing the Company’s transformation plan for the benefit of all shareholders.”
 
James A. Mitarotonda, Chairman and Chief Executive Officer of Barington, stated, “We are pleased to have reached this agreement with Avon. We have spent time with Avon’s management team and members of the Board discussing our strategic and operational suggestions, and we are confident that Avon is taking the necessary actions to improve the long-term performance of the Company. We are also pleased that the Company is actively strengthening its Board with the recent reconstitution and the addition of Cerberus representatives, and we supported the appointment of Cathy Ross who was announced this morning. We believe these are all positive developments regarding the direction of Avon and look forward to providing whatever assistance we can to help the Company."

Avon will today file the Agreement on Form 8-K.

The 2016 Annual Meeting will be held on May 26, 2016. Further details, including time, location, admission requirements and the business to be conducted will be more fully described in the Notice of Annual Meeting of Shareholders and Proxy Statement.







About Avon Products, Inc.
Avon is the Company that for 130 years has proudly stood for beauty, innovation, optimism and, above all, women. Avon products include well-recognized and beloved brands such as ANEW, Avon Color, Avon Care, Skin-So-Soft, and Advance Techniques. Sold through nearly 6 million active independent Avon Sales Representatives, Avon products delight consumers in approximately 70 countries worldwide. Learn more about Avon and its products at www.avoncompany.com .

About Barington Capital Group, L.P.
Barington Capital Group, L.P. is a fundamental, value-oriented activist investment firm that was established by James A. Mitarotonda in January 2000. Barington invests in undervalued publicly traded companies that Barington believes can appreciate significantly in value as a result of a change in corporate strategy or improvements in operations, capital allocation or corporate governance. Barington’s investment team, advisors and network of industry experts have extensive strategic, operating and boardroom experience that they utilize to assist companies in designing and implementing initiatives to improve long-term shareholder value. Barington has significant experience investing in consumer-focused companies, with prior investments in companies such as Dillard’s, Warnaco, The Jones Group, Pep Boys, Darden Restaurants, Lone Star Steakhouse, Harry Winston, Steven Madden and Nautica.

Forward-Looking Statements
Statements in this release that are not historical facts may be forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties are detailed from time to time in reports filed by Avon Products, Inc. with the Securities and Exchange Commission, including Forms 8-K, 10-Q, and 10-K. Some forward-looking statements in this release include and concern our transformation plan and business strategies. These forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results, levels of activity, performance or achievement of Avon to be materially different from any future results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, our ability to improve our financial and operational performance, our ability to achieve the anticipated benefits of our strategic partnership with Cerberus, the impact of a continued decline in our business results, the possibility of business disruption, competitive uncertainties, and general economic and business conditions in our markets, including fluctuations in foreign currency exchange rates. Any forward-looking statements speak only as of the date they are made. The Company does not undertake to update any such forward-looking statements.