Item 8.01 Other Events.
As previously disclosed on
The completion of the Merger is conditioned upon, among other things, the
expiration or termination of the waiting period (and any extension thereof)
applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"). At
The Merger is currently expected to close on
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication contain
certain forward-looking statements within the meaning of the federal securities
laws with respect to the proposed transaction between Pfizer and Arena,
including, but not limited to, statements regarding the expected benefits of the
proposed transaction and the anticipated timing of the proposed transaction,
strategies, objectives and the products and markets of each company. These
forward-looking statements generally are identified by the words "believe,"
"predict," "target," "contemplate," "potential," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan,"
"may," "should," "will," "would," "could," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to differ
materially from the forward-looking statements in this communication, including
but not limited to: (i) the risk that the proposed transaction may not be
completed in a timely manner or at all, (ii) the failure to satisfy the
conditions to the consummation of the proposed transaction, including the
receipt of certain governmental and regulatory approvals, (iii) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Merger Agreement, (iv) the effect of the announcement or
pendency of the proposed transaction on Arena's business relationships,
operating results, and business generally, (v) risks that the proposed
transaction disrupts current plans and operations of Arena or Pfizer and
potential difficulties in Arena employee retention as a result of the proposed
transaction, (vi) risks related to diverting management's attention from Arena's
ongoing business operations, and (vii) the outcome of any legal proceedings that
may be instituted against Pfizer or against Arena related to the Merger
Agreement or the proposed transaction. The risks and uncertainties may be
amplified by the COVID-19 pandemic (and related variants), which has caused
significant economic uncertainty. The extent to which the COVID-19 pandemic (and
related variants) impacts Arena's businesses, operations, and financial results,
including the duration and magnitude of such effects, will depend on numerous
factors, which are unpredictable, including, but not limited to, the duration
and spread of the outbreak, its severity, the actions to contain the virus or
treat its impact, and how quickly and to what extent normal economic and
operating conditions can resume. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and the other
risks and uncertainties that affect the businesses of Pfizer and Arena described
in the "Risk Factors" section of Arena's most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other documents filed by Arena from time to
time with the
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