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NORTONLIFELOCK INC. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

11/16/2021 | 09:25am EST

Item 7.01. Regulation FD Disclosure.

On November 15, 2021, NortonLifeLock Inc. (the "Company") issued a press release announcing the expiration of the waiting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with its previously-announced recommended merger with Avast plc ("Avast") (the "Merger"). A copy of the press release is furnished as Exhibit 99.01 to this Current Report on Form 8-K and is incorporated herein by reference.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.01), is being furnished to the U.S. Securities and Exchange Commission and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Forward-Looking Statements

This Current Report on Form 8-K (including information incorporated herein by reference) contains certain forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "would", "could" or "should" or other words of similar meaning or the negative thereof. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such factors include the possibility that the Merger will not be completed on a timely basis or at all, whether due to the failure to satisfy the conditions of the Merger (including approvals or clearances from regulatory and other agencies and bodies) or otherwise. Additional information concerning these and other risk factors is contained in the Risk Factors sections of the Company's most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this Current Report on Form 8-K. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. No assurance can be given that such expectations will prove to have been correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Current Report on Form 8-K. All subsequent oral or written forward-looking statements attributable to the Company, Avast or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. The Company does not assume any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.

Restricted Jurisdictions

Copies of this Current Report on Form 8-K (including information incorporated herein by reference) and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where local laws or regulations may result in a significant risk of legal or regulatory exposure if information concerning the Merger were made available in that jurisdiction, or if details regarding any election that may be made in connection with the Merger is or were extended or made available in that jurisdiction, or where to do so would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Company or Avast regards as unduly onerous. Any persons receiving this Current Report on Form 8-K (including information incorporated herein by reference), or any such documents (including custodians, nominees and trustees), must not mail or otherwise forward, distribute or send them in or into or from any such restricted jurisdiction.

No Offer or Solicitation

The information contained in this Current Report on Form 8-K is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or the solicitation of an offer to subscribe for an invitation to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise, nor shall there be any sale, issuance, subscription or transfer of securities in any jurisdiction in contravention of applicable law or regulation. In particular, this Current Report on Form 8-K is not an offer of securities for sale in the United States. No offer of securities shall be made in the United States absent registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such

registration requirements. Any securities issued as part of the Merger are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the Securities Act. The Merger will be made solely by means of the scheme document published by Avast, or (if applicable) pursuant to an offer document to be published by the Company, which (as applicable) would contain the full terms and conditions of the Merger. Any decision in respect of, or other response to, the Merger, should be made only on the basis of the information contained in such document(s).If the Company ultimately seeks to implement the Merger by way of a takeover offer, that offer will be made in compliance with applicable US laws and regulations.

Item 9.01. Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.   Exhibit Title or Description
  99.01         Press release dated November 15, 2021.
104           The cover page of this Current Report on Form 8-K, formatted in
              Inline XBRL.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2022 2 801 M - -
Net income 2022 918 M - -
Net Debt 2022 1 823 M - -
P/E ratio 2022 17,0x
Yield 2022 1,90%
Capitalization 15 640 M 15 640 M -
EV / Sales 2022 6,24x
EV / Sales 2023 5,31x
Nbr of Employees 2 800
Free-Float -
Duration : Period :
NortonLifeLock Inc. Technical Analysis Chart | NLOK | US6687711084 | MarketScreener
Technical analysis trends NORTONLIFELOCK INC.
Short TermMid-TermLong Term
Income Statement Evolution
Mean consensus OUTPERFORM
Number of Analysts 7
Last Close Price 26,88 $
Average target price 27,20 $
Spread / Average Target 1,19%
EPS Revisions
Managers and Directors
Vincent Pilette Chief Executive Officer & Director
Natalie M. Derse Chief Financial Officer & Executive Vice President
Frank Emmanuel Dangeard Chairman
Sameer Khera Chief Information Officer
Darren Shou Head-Technology
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