Item 8.01. Other Events.
On June 28, 2019, Jones Lang LaSalle Incorporated (JLL) and HFF, Inc. (HFF), in connection with JLLs acquisition of HFF (the
Acquisition), announced that the parties have received the requisite regulatory approvals and that the Acquisition is anticipated to close on Monday, July 1, 2019, after the close of regular trading hours on the New York Stock
Exchange, pending approval by HFFs stockholders at HFFs annual stockholders meeting on July 1, 2019, and subject to the satisfaction of the other closing conditions in the Agreement and Plan of Merger to which JLL and HFF are each a
party. A copy of the joint press release is attached as Exhibit 99.1 to this Form
8-K
and incorporated herein by reference.
****
Important Information for
Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a
solicitation of any vote or approval. This communication may be deemed solicitation material in respect of the proposed merger of HFF with a wholly owned subsidiary of JLL.
In connection with the proposed transaction between HFF and JLL on April 29, 2019, JLL filed with the SEC registration statement on Form
S-4,
as amended on May 30, 2019, containing a proxy statement of HFF that also constitutes a prospectus of JLL. The registration statement was declared effective by the SEC on May 31, 2019, and HFF
commenced mailing the definitive proxy statement/prospectus to stockholders of HFF on or about June 3, 2019. INVESTORS AND SECURITY HOLDERS OF HFF AND JLL ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the registration statement and the definitive proxy
statement/prospectus and other documents filed with the SEC by HFF and JLL through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by JLL are available free of charge on JLLs internet
website at http://www.jll.com in the Investor Relations section. Copies of the documents filed with the SEC by HFF are available free of charge on HFFs internet website at http://www.hfflp.com on the Investor
Relations page or by contacting HFFs Investor Relations Department in writing or calling as follows: Investor Relations, HFF, Inc., One Victory Park, 2323 Victory Avenue, Suite 1200, Dallas, Texas 75219, Telephone: (713)
852-3500,
email: InvestorRelations@hfflp.com.
Certain Information Regarding Participants
HFF and JLL and their respective directors and executive officers, certain other members of their respective management and certain of their respective
employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger transaction. Information about the directors and executive officers of JLL is set forth in its proxy statement for its 2019 annual
meeting of stockholders, which was filed with the SEC on April 18, 2019, and its annual report on Form
10-K
for the fiscal year ended December 31, 2018, which was filed with the SEC on
February 26, 2019, each of which can be obtained free of charge from the sources indicated above. Information about the directors and executive officers of HFF is set forth in its proxy statement for its 2019 annual meeting of stockholders,
which was filed with the SEC on May 31, 2019, and its annual report on Form
10-K
for the fiscal year ended December 31, 2018, which was filed with the SEC on February 28, 2019 (as amended on
Form
10-K/A,
filed with the SEC on April 30, 2019), each of which can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the definitive proxy statement/prospectus and other relevant materials filed or to be filed with the SEC.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Exchange Act. You can generally identify forward-looking statements by the use of forward-looking terminology such as anticipate, believe, continue, could, estimate,
expect, explore, evaluate, intend, may, might, plan, potential, predict, project, seek, should, or
will, or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond HFFs
and JLLs control.
Actual results could differ materially from those projected or forecast in the forward-looking statements. The factors that could
cause actual results to differ materially include, without limitation, the following risks, uncertainties or assumptions: the satisfaction of the conditions precedent to the consummation of the proposed transaction, including, without limitation,
the