Item 7.01 Regulation FD Disclosure
As previously disclosed, on
On
The information set forth in this Item 7.01, including the exhibit attached hereto, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward Looking Statements
Neither Astrea, HotelPlanner.com, Reservations.com nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering the Transactions. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions.
The exhibit furnished herewith includes "forward-looking statements" within the meaning of the federal securities laws with respect to the proposed Transactions between Astrea, HotelPlanner.com, and Reservations.com including statements regarding the benefits of the Transactions, the anticipated timing of the Transactions, the business of HotelPlanner.com and the markets in which it operates. Astrea's, HotelPlanner.com's, and Reservations.com's actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements generally are identified by the words "aspire," "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "will be," "will continue," "will likely result," "could," "should," "believe(s)," "predicts," "potential," "continue," "future," "opportunity," "strategy," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Astrea's, HotelPlanner.com's, and Reservations.com's expectations with respect to future performance and anticipated financial impacts of the proposed Transactions.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Many of these factors are outside the control of Astrea,
HotelPlanner.com, and Reservations.com and are difficult to predict. Factors
that may cause such differences include, but are not limited to: the risk that
the benefits of the Transactions may not be realized; the risk that the
Transactions may not be completed in a timely manner or at all, which may
adversely affect the price of Astrea's securities; the failure to satisfy the
conditions to the consummation of the Transactions, including the failure of
Astrea's stockholders to approve and adopt the Merger Agreement or the failure
of Astrea to satisfy the Minimum Cash Condition (as defined in the Merger
Agreement) following redemptions by its stockholders; the occurrence of any
event, change or other circumstance that could give rise to the termination of
the Merger Agreement; the outcome of any legal proceedings that may be initiated
following announcement of the Transactions; the combined company's continued
listing on Nasdaq; the risk that the proposed transaction disrupts current plans
and operations of HotelPlanner.com and/or Reservations.com as a result of the
announcement and consummation of the Transactions; costs related to the
Transactions; changes in applicable laws or regulations; the possibility that
the combined company may be adversely affected by other economic, business,
and/or competitive factors; the impact of COVID-19 or other adverse public
health developments; and other risks and uncertainties that will be detailed in
the Proxy Statement and as indicated from time to time in Astrea's filings with
the
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Astrea, HotelPlanner.com, and Reservations.com caution that the foregoing list of factors is not exclusive. Astrea, HotelPlanner.com, and Reservations.com caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Astrea, HotelPlanner.com, nor Reservations.com 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.
Additional Information and Where to Find It
This document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.
In connection with the proposed transaction between Astrea, HotelPlanner.com and
Reservations.com, Astrea has filed a preliminary Proxy Statement with the
Participants in the Solicitation
Astrea, HotelPlanner.com Reservations.com and certain of their respective
directors, executive officers, managers, members, and employees may be
considered to be participants in the solicitation of proxies in connection with
the Transactions. Information regarding the persons who may, under the rules of
the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Description 99.1 Podcast transcript 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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