Item 8.01 Other Events.
On
On
Additional Information About the Merger
In connection with the proposed Merger, ProFrac will prepare and file with the
Stockholders of the Company may obtain free copies of the registration
statement, the proxy statement/prospectus and other relevant documents filed by
the Company and ProFrac with the
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Participants in Solicitation Relating to the Merger
The Company and ProFrac and their respective executive officers and directors
may be deemed, under
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K and in the joint press release attached hereto as Exhibit 99.1 may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. In some cases, the reader can identify forward-looking statements by words such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," or similar words. Forward-looking statements relate to future events or the Company's future financial or operating performance. These forward-looking statements include, among other things, statements regarding: the expected benefits of the Merger, including any resulting synergies, competitive advantages, expanded active fleet portfolio, increased profits, cost savings, access to and rights in acquired intellectual property, supply chain expertise and commercial opportunities; the anticipated timing of the Merger; the likelihood and ability of the parties to successfully consummate the proposed transaction; the services offered by the Company and ProFrac; the markets in which the Company and ProFrac operate; business strategies, debt levels, industry environment and growth opportunities; and the projected value of operational synergies, including value expected to result from overhead cost reductions and enhanced supply chain expertise. Such forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of the Company's securities; the failure to satisfy the conditions to the
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consummation of the Merger, including the approval of the Merger by the
stockholders of the Company, and the receipt of certain governmental and
regulatory approvals; the failure to obtain financing to complete the Merger;
the effect of the announcement or pendency of the Merger on the Company's
business relationships, performance, and business generally; risks that the
Merger disrupts current plans of the Company and potential difficulties in the
Company's employee retention as a result of the Merger; the outcome of any legal
proceedings that may be instituted against the Company or ProFrac related to the
agreement and the Merger; changes to the proposed structure of the business
combination that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval of the Merger;
the price of ProFrac's securities, including volatility resulting from changes
in the competitive and highly regulated industries in which ProFrac operates,
variations in performance across competitors, changes in laws and regulations
affecting ProFrac's business and changes in the combined capital structure; the
ability to implement business plans, forecasts, and other expectations after the
completion of the Merger, and identify and realize additional opportunities; the
ability to integrate acquired assets and personnel into our existing business
model and realize the expected value of resulting operational synergies; the
ability to successfully and sustainably execute on current business strategies
and plans for growth; and other risks and uncertainties set forth in the section
entitled "Risk Factors" the Company's Annual Report on Form 10-K filed with the
Nothing in this Current Report on Form 8-K or in the joint press release attached hereto as Exhibit 99.1 should be regarded as a representation by any person that the forward-looking statements set forth herein or therein will be achieved or that any of the contemplated results of such forward looking statements will be achieved, including without limitation any expectations about the Company's operational and financial performance or achievements. There may be additional risks about which the Company is presently unaware or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company and ProFrac assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither the Company nor ProFrac gives any assurance that either the Company or ProFrac will achieve its expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release datedJune 21, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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