Item 8.01. Other Events.
On
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain disclosures which contain "forward-looking statements" within the meaning of the federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. You can identify forward-looking statements because they contain words such as "expect," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "forecast," "outlook" and variations of these terms or the negative of these terms and similar expressions. Forward-looking statements, including statements regarding the Merger, are based on the Company's current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.
Important factors, risks and uncertainties that could cause actual results to
differ materially from such plans, estimates or expectations include but are not
limited to: (i) the completion of the Merger on the anticipated terms and
timing, including obtaining required stockholder and regulatory approvals, and
the satisfaction of other conditions to the completion of the Merger;
(ii) potential litigation relating to the Merger that could be instituted
against the Company or its directors, managers or officers, including the
effects of any outcomes related thereto; (iii) the risk that disruptions from
the Merger (including the ability of certain customers to terminate or amend
contracts upon a change of control) will harm the Company's business, including
current plans and operations, including during the pendency of the Merger;
(iv) the ability of the Company to retain and hire key personnel; (v) potential
adverse reactions or changes to business relationships resulting from the
announcement or completion of the Merger; (vi) legislative, regulatory and
economic developments; (vii) potential business uncertainty, including changes
to existing business relationships, during the pendency of the Merger that could
affect the Company's financial performance; (viii) certain restrictions during
the pendency of the Merger that may impact the Company's ability to pursue
certain business opportunities or strategic transactions; (ix) unpredictability
and severity of catastrophic events, including but not limited to acts of
terrorism, outbreaks of war or hostilities or the COVID-19 pandemic, as well as
management's response to any of the aforementioned factors; (x) the possibility
that the Merger may be more expensive to complete than anticipated, including as
a result of unexpected factors or events; (xi) the occurrence of any event,
change or other circumstance that could give rise to the termination of the
Merger, including in circumstances requiring the Company to pay a termination
fee; (xii) those risks and uncertainties set forth under the headings "Special
Note Regarding Forward Looking Statements" and "Risk Factors" in the Company's
most recent Annual Report on Form 10-K, as such risk factors may be amended,
supplemented or superseded from time to time by other reports filed by the
Company with the
These risks, as well as other risks associated with the Merger, will be more
fully discussed in the proxy statement that will be filed with the
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uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect the Company.
Important Additional Information and Where to Find It
This communication is being made in connection with the Merger. In connection
with the Merger, the Company plans to file a proxy statement and certain other
documents regarding the Merger with the
Participants in the Solicitation
The Company and certain of its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies from
stockholders of the Company in connection with the Merger. Additional
information regarding the identity of the participants, and their respective
direct and indirect interests in the Merger, by security holdings or otherwise,
will be set forth in the proxy statement and other relevant materials to be
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedJanuary 9, 2023 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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