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Item 7.01
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Regulation FD Disclosure.
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In connection with
the proposed business combination (the “
Business Combination
”) between New Frontier Corp. (the “
Company
”
or “
NFC
”), Healthy Harmony Holdings, L.P. (“
Healthy Harmony
”) and Healthy Harmony GP, Inc.
(“
HH GP
” and, together with Healthy Harmony, the “
Target Companies
”), on July 30, 2019, the
Company and the Target Companies issued a press release announcing the execution of the transaction agreement in connection therewith
(the “
Transaction Agreement
”). The press release is furnished hereto as Exhibit 99.1.
In addition, furnished
as Exhibit 99.2 hereto is the investor presentation dated July 30, 2019, that will be used by NFC with respect to the Business
Combination.
The information in
this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), or otherwise subject to liabilities
under that section, and shall not be deemed to be incorporated by reference into the filings of NFC under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on
Form 8-K will not be deemed an admission as to the materiality of any information of the information in this Item 7.01, including
Exhibits 99.1 and 99.2.
Important Information About the Business
Combination and Where to Find It
In connection with
the proposed Business Combination, NFC intends to file a preliminary proxy statement. NFC will mail a definitive proxy statement
and other relevant documents to its shareholders. NFC’s shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated
by reference therein filed in connection with the Business Combination, as these materials will contain important information about
the Target Companies, the Company and the Business Combination. When available, the definitive proxy statement and other relevant
materials for the Business Combination will be mailed to shareholders of NFC as of a record date to be established for voting on
the Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy
statement and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available,
at the U.S. Securities and Exchange Commission’s (the “
SEC
”) web site at www.sec.gov, or by directing
a request to: New Frontier Corporation, 23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong, Attention: Secretary,
telephone: 852-3703-3251.
Participants in the Solicitation
NFC and its directors
and executive officers may be deemed participants in the solicitation of proxies from NFC’s shareholders with respect to
the Business Combination. A list of the names of those directors and executive officers and a description of their interests in
NFC is contained in NFC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the
SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to New Frontier Corporation,
23rd Floor, 299 QRC, 287-299 Queen’s Road Central, Hong Kong, Attention: Secretary, telephone: 852-3703-3251. Additional
information regarding the interests of such participants will be contained in the proxy statement for the Business Combination
when available.
The Target Companies
and their directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders
of NFC in connection with the Business Combination. A list of the names of such directors and executive officers and information
regarding their interests in the Business Combination will be included in the proxy statement for the Business Combination when
available.
Forward-Looking Statements
This Current Report
on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. NFC’s and the Target Companies’ actual results may differ from
their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions
of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
NFC’s and the Target Companies’ expectations with respect to future performance and anticipated financial impacts of
the Business Combination, the satisfaction of the closing conditions to the Business Combination and the timing of the completion
of the Business Combination. These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results. Most of these factors are outside NFC’s and the Target Companies’
control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence
of any event, change or other circumstances that could give rise to the termination of the Transaction Agreement or could otherwise
cause the Business Combination to fail to close; (2) the outcome of any legal proceedings that may be instituted against NFC or
the Target Companies following the announcement of the Transaction Agreement and the Business Combination; (3) the inability to
complete the Business Combination, including due to failure to obtain approval of the shareholders of NFC or other conditions to
closing in the Transaction Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including
approval from healthcare regulators) required to complete the Business Combination; (5) the receipt of an unsolicited offer from
another party for an alternative business transaction that could interfere with the Business Combination; (6) the inability to
obtain the listing of the ordinary shares of the post-acquisition company on The New York Stock Exchange or any alternative national
securities exchange following the Business Combination; (7) the risk that the announcement and consummation of the Business Combination
disrupts current plans and operations; (8) the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and
retain its key employees; (9) costs related to the Business Combination; (10) changes in applicable laws or regulations; (11) the
possibility that the Target Companies or New NFC may be adversely affected by other economic, business, and/or competitive factors;
and (12) other risks and uncertainties indicated from time to time in the proxy statement relating to the Business Combination,
including those under “Risk Factors” therein, and in NFC’s other filings with the SEC. NFC cautions that the
foregoing list of factors is not exclusive. NFC cautions readers not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. NFC does not undertake or accept any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
No Offer or Solicitation
This Current Report
on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities
Act, or an exemption therefrom.
