Item 7.01 Regulation FD Disclosure.
On
The information contained in this Item 7.01 and in Exhibit 99.1 of this Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into 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.
FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements which reflect management's
current views and estimates regarding the ability of the parties to complete the
proposed transaction and the expected timing of completion of the proposed
transaction, among other matters. The words "anticipate", "assume", "believe",
"continue", "could", "estimate", "expect", "forecast", "future", "guidance",
"imply", "intend", "may", "outlook", "plan", "potential", "predict", "project",
and similar terms and phrases are intended to identify forward-looking
statements, although not all forward-looking statements contain these
identifying words. The Company cannot assure investors that future developments
affecting the Company will be those that it has anticipated. Actual results may
differ materially from these expectations due to uncertainties related to the
timing and expected financing of the tender offer and the merger; uncertainty
surrounding how many of the Company's stockholders will tender their shares in
the tender offer; the possibility that any or all of the various conditions to
the consummation of the tender offer, including the failure to receive required
regulatory approvals from any applicable governmental entities, may not be
satisfied or waived in a timely manner, if at all; the possibility of business
disruptions due to transaction-related uncertainty; the occurrence of any event,
change or other circumstance that could give rise to the termination of the
merger agreement; and other risks and uncertainties including those identified
under the heading "Risk Factors" in the Company's most recent Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q, each of which are filed with the
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
The tender offer for the outstanding shares of common stock of the Company has
not yet commenced. This communication is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell shares of
the Company's common stock. The solicitation and offer to buy shares of the
Company's common stock will only be made pursuant to the tender offer materials
that Merger Sub intends to file with the
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press Release, datedJuly 23, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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