SIGNIFY HEALTH, INC. 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 applicable to the consummation
of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
may be amended from time to time (the "HSR Act"). As previously disclosed, on
On
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication contains
certain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 (the "Act"). Such forward-looking
statements include statements relating to the Company's strategy, goals, the
value of, timing and prospects of the proposed transaction. These
forward-looking statements are based on the Company management's beliefs and
assumptions and on information currently available to management.
Forward-looking statements include all statements that are not historical facts
and may be identified by terms such as "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," or similar
expressions and the negatives of those terms. These forward-looking statements,
which are subject to risks, uncertainties and assumptions about the Company, may
include statements regarding the Company's business operations, assets,
valuations, financial conditions, results of operations, future plans,
strategies, and expectations, and involve known and unknown risks,
uncertainties, and other factors that may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements, expressed or implied by the forward-looking statements, including:
(a) risks related to the satisfaction of the conditions to closing (including
the failure to obtain necessary regulatory approvals and the requisite approval
of the stockholders of the Company) in the anticipated timeframe or at all;
(b) the occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement for the proposed transaction;
(c) risks related to disruption of management's attention from the Company's
ongoing business operations due to the proposed transaction; (d) disruption from
the proposed transaction making it difficult to maintain business and
operational relationships, including retaining and hiring key personnel and
maintaining relationships with the Company's customers, vendors and others with
whom it does business (and the potential failure of the Company's existing
customers to continue or renew their contracts with the Company or increase in
the number of customer cancellations); (e) the risk that any announcements
related to the proposed transaction could have adverse effects on the Company's
stock price, credit ratings or operating results; (f) significant transaction
costs; and (g) the outcome of any legal proceedings that may be instituted
against the Company 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 the Company'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 business of the Company described in the "Risk Factors" section of its
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and other documents filed by the Company from time to time with the
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Additional Information and Where to Find It
On
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may
be deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the proposed transaction. Information regarding
the persons who may, under the rules of the
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