Item 8.01 Other Events
On
The Company is making the offer pursuant to a Business Combination Agreement and
Plan of Reorganization, dated as of
Important Information for Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
In connection with the Proposed Transactions, the Company has filed a
registration statement on Form S-4 (as amended to date, the "Registration
Statement") with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in connection with the Proposed Transactions. The Company and its officers and
directors may also be deemed participants in such solicitation. Information
about the directors and executive officers of the Company is set forth in the
Registration Statement and in the Company's Annual Report on Form 10-K which was
filed with the
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Forward Looking Statements
The information included herein and in any oral statements made in connection herewith include "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. All statements, other than statements of present or historical fact contained herein regarding the Proposed Transactions, the ability of the parties to consummate the Proposed Transactions, the benefits of the Proposed Transactions and the combined company's future financial performance, as well as the combined company's strategy, future operations, estimated financial position, estimated revenues and losses, projections of market opportunity and market share, projected costs, prospects, plans and objectives of management are forward-looking statements. When used herein, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "plan," "seek," "expect," "project," "forecast," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
The Company and Navitas caution you that the forward-looking statements
contained herein are subject to numerous risks and uncertainties, including the
possibility that the expected growth of Navitas' business will not be realized,
or will not be realized within the expected time period, due to, among other
things: (i) Navitas' goals and strategies, future business development,
financial condition and results of operations; (ii) Navitas' customer
relationships and ability to retain and expand these customer relationships;
(iii) Navitas' ability to accurately predict future revenues for the purpose of
appropriately budgeting and adjusting Navitas' expenses; (iv) Navitas' ability
to diversify its customer base and develop relationships in new markets; (v) the
level of demand in Navitas' customers' end markets; (vi) Navitas' ability to
attract, train and retain key qualified personnel; (vii) changes in trade
policies, including the imposition of tariffs; (viii) the impact of
the COVID-19 pandemic on Navitas' business, results of operations and financial
condition; (ix) the impact of the COVID-19 pandemic on the global economy;
(x) the ability of Navitas to maintain compliance with certain
If any of the risks described above materialize or our assumptions prove
incorrect, actual results could differ materially from the results implied by
our forward-looking statements. There may be additional risks that neither the
Company nor Navitas presently know or that the Company and Navitas currently
believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking
statements reflect the Company's and Navitas' expectations, plans or forecasts
of future events and views as of the date hereof. The Company and Navitas
anticipate that subsequent events and developments will cause the Company's and
Navitas' assessments to change. However, while the Company and Navitas may elect
to update these forward-looking statements at some point in the future, the
Company and Navitas specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as representing the
Company's and Navitas' assessments as of any date subsequent to the date hereof.
Accordingly, undue reliance should not be placed upon the forward-looking
statements. Additional information concerning these and other factors that may
impact the Company's expectations and projections can be found in the
Registration Statement and in the Company's periodic filings with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Press Release ofLive Oak Acquisition Corp. II datedSeptember 20, 2021 , announcing the extension of its tender offer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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