Item 8.01. Other Events.
As previously disclosed, on
On
The closing of the Merger remains subject to certain other closing conditions,
including, but not limited to, the affirmative vote of the holders of at least a
majority of the outstanding shares of the Company's common stock entitled to
vote at the special meeting of the Company's common stockholders to be held on
Additional Information and Where to Find It:
This communication relates to the proposed Merger involving the Company. In
connection with the proposed Merger, the Company filed a definitive proxy
statement and other documents related to the proposed Merger, including a form
of proxy, with the
Participants in the Solicitation
The Company, Parent and certain of their respective directors, executive
officers, certain other members of management and employees of the Company and
Parent and agents retained by the Company may be deemed to be participants in
the solicitation of proxies from stockholders of the Company in favor of the
proposed Merger. Information about directors and executive officers of the
Company and their beneficial ownership of the Company's common stock is set
forth in the Company's definitive proxy statement on Schedule 14A with respect
to the proposed Merger, as filed with the
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements included in this communication, other than statements of historical fact, are forward-looking statements. Statements about the expected timing, completion and effects of the proposed Merger and related transactions and all other statements in this communication, other than historical facts, constitute forward-looking statements. When used in this communication, the words "expect," "believe," "anticipate," "goal," "plan," "intend," "estimate," "may," "will" or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. The Company may not be able to complete the proposed Merger on the terms described herein or other acceptable terms or at all because of a number of factors, including, but not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, (2) the failure to obtain stockholder approval or the failure to satisfy the closing conditions in the Merger Agreement (including the Migration, (3) the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed Merger, (4) risks related to disruption of management's attention from the Company's ongoing business operations due to the proposed Merger, (5) the effect of the announcement of the proposed Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (6) the proposed Merger may involve unexpected costs, liabilities or delays, (7) the Company's business may suffer as a result of the uncertainty surrounding the proposed Merger, including the timing of the consummation of the proposed Merger, (8) the outcome of any legal proceeding relating to the proposed Merger, (9) the Company may be adversely affected by other economic, business and/or competitive factors, including, but not limited to, those related to COVID-19, and (10) other risks to consummation of the proposed Merger, including the risk that the proposed Merger will not be consummated within the expected time period or at all, which may adversely affect the Company's business and the price of the common stock.
Actual results may differ materially from those indicated by such
forward-looking statements. In addition, the forward-looking statements
represent the Company's views as of the date on which such statements were made.
The Company anticipates that subsequent events and developments may cause its
views to change. However, although the Company may elect to update these
forward-looking statements at some point in the future, it specifically
disclaims any obligation to do so. These forward-looking statements should not
be relied upon as representing the Company's views as of any date subsequent to
the date hereof. Additional factors that may affect the business or financial
results of the Company are described in the risk factors included in the
Company's filings with the
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