Item 7.01 Regulation FD Disclosure.
On
Additional Information about the Proposed Merger and Where to Find It
In connection with the proposed merger between CGI and StemoniX, CGI has filed
relevant materials with the
This report shall not constitute an offer to sell or the solicitation of 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 in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
CGI and its directors and executive officers and StemoniX and its directors and
executive officers may be deemed to be participants in the solicitation of
proxies from the shareholders of CGI in connection with the proposed transaction
under the rules of the
Forward-Looking Statements
This report, including Exhibits 99.1 and 99.2, contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. CGI and StemoniX generally identify forward-looking statements by
terminology such as "may," "should," "expects," "plans," "anticipates," "could,"
"intends," "target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential" or "continue" or the negative of these terms or other
similar words. These statements are only predictions. CGI and StemoniX have
based these forward-looking statements largely on their then-current
expectations and projections about future events and financial trends as well as
the beliefs and assumptions of management. Forward-looking statements are
subject to a number of risks and uncertainties, many of which involve factors or
circumstances that are beyond each of CGI's and StemoniX's control. CGI's and
StemoniX's actual results could differ materially from those stated or implied
in forward-looking statements due to a number of factors, including but not
limited to: (i) risks associated with CGI's and StemoniX's ability to obtain the
shareholder approval required to consummate the proposed merger transaction and
the timing of the closing of the proposed merger transaction, including the
risks that a condition to closing would not be satisfied within the expected
timeframe or at all or that the closing of the proposed merger transaction will
not occur; (ii) the outcome of any legal proceedings that may be instituted
against the parties and others related to the Merger Agreement relating to the
merger; (iii) the occurrence of any event, change or other circumstance or
condition that could give rise to the termination of the Merger Agreement, (iv)
unanticipated difficulties or expenditures relating to the proposed merger
transaction, the response of business partners and competitors to the
announcement of the proposed merger transaction, and/or potential difficulties
in employee retention as a result of the announcement and pendency of the
proposed merger transaction; (v) volatility and uncertainty in the financial
markets and general economic conditions, which could have an adverse impact on
CGI and/or StemoniX, and (vi) those risks detailed in CGI's most recent Annual
Report on Form 10-K and Quarterly Report on Form 10-Q, and subsequent reports
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1 Investor Presentation. 99.2 Script for Investor Presentation.
© Edgar Online, source