Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 99.1 Joint Press Release, datedOctober 5, 2020 104 Cover Page Interactive Data File (embedded within Inline XBRL document)
Forward-Looking Statements
This communication contains forward-looking statements relating to the proposed transaction involving the Company and BridgeBio, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction. Statements in this press release that are not statements of historical fact are considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are usually identified by the use of words such as "anticipates," "believes," "continues", "could", "estimates," "expects," "intends," "may," "plans," "potential", "predicts", "projects," "seeks," "should," "will," and variations of such words or similar expressions. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements are neither forecasts, promises nor guarantees, and are based on the current beliefs of the Company's management and BridgeBio's management as well as assumptions made by and information currently available to the Company and BridgeBio. Such statements reflect the current views of the Company and BridgeBio with respect to future events and are subject to known and unknown risks, including business, regulatory, economic and competitive risks, uncertainties, contingencies and assumptions about the Company and BridgeBio, including, without limitation, (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (ii) the risk that the Company's and/or BridgeBio's stockholders may not approve the proposed transaction, (iii) inability to complete the proposed transaction because, among other reasons, conditions to the closing of the proposed transaction may not be satisfied or waived, (iv) uncertainty as to the timing of completion of the proposed transaction, (v) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction, (vi) potential litigation relating to the proposed transaction that could be instituted against the Company, BridgeBio or their respective directors and officers, including the effects of any outcomes related thereto, (vii) possible disruptions from the proposed transaction that could harm the Company's or BridgeBio's business, including current plans and operations, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, (ix) uncertainty of the expected financial performance of each of the Company and BridgeBio following completion of the proposed transaction, including the possibility that the expected synergies and value creation from the proposed transaction will not be realized or will not be realized within the expected time period, (x) the ability of the Company and/or BridgeBio to implement their respective business strategies, (xi) the ability of each of the Company or BridgeBio to continue its planned preclinical and clinical development of its respective development programs, and the timing and success of any such continued preclinical and clinical development and planned regulatory submissions, (xii) the potential therapeutic and clinical benefits of acoramidis, (xiii) inability to retain and hire key personnel and (xiv) the unknown future impact of the COVID-19 pandemic delay on certain clinical trial milestones and/or the Company's or
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BridgeBio's operations or operating expenses. Although the Company and BridgeBio
believe that the Company's and BridgeBio's plans, intentions, expectations,
strategies and prospects as reflected in or suggested by these forward-looking
statements are reasonable, neither the Company nor BridgeBio can give any
assurance that the plans, intentions, expectations or strategies will be
attained or achieved. Furthermore, actual results may differ materially from
those described in the forward-looking statements and will be affected by a
number of risks, uncertainties and assumptions, including, without limitation,
those risks and uncertainties described under the heading "Risk Factors" in the
Company's and BridgeBio's most recent Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K filed with the
Additional Information and Where to Find It
This press release is being made in respect of the proposed transaction
involving the Company and BridgeBio, which will be submitted to the Company's
and BridgeBio's stockholders for their consideration. BridgeBio intends to file
a registration statement on Form S-4 with the
Participants in the Solicitation
The Company, BridgeBio and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of proxies from
stockholders of the Company in connection with the proposed transaction under
the rules of the
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registration statement, joint proxy statement / prospectus and other relevant
materials to be filed with the
No Offer or Solicitation
This material is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in any jurisdiction pursuant to or in connection with the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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