Item 2.01 Completion of Acquisition or Disposition of Assets.
As previously disclosed,
On
Plex, Rockwell and Merger Sub made customary representations, warranties and covenants in the Merger Agreement, although the representations and warranties of Plex and Rockwell's recourse generally did not survive the Effective Time.
The acquisition was financed with a combination of cash and short-term and
long-term debt, including proceeds from an offering of notes that Rockwell
completed on
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K contains statements (including certain projections, guidance and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Words such as "believe", "estimate", "project", "plan", "expect", "anticipate", "will", "intend" and other similar expressions may identify forward-looking statements. Actual results may differ materially from those projected as a result of certain risks and uncertainties, many of which are beyond our control, including but not limited to:
• risks relating to the ability to successfully integrate and achieve expected benefits of the Merger; • risks relating to any unforeseen liabilities of Plex; and • other risks and uncertainties, including but not limited to those detailed from time to time in ourSecurities and Exchange Commission (SEC) filings.
These forward-looking statements reflect our beliefs as of the date of filing
this report. We undertake no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
See Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year
ended
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable. (Page 2 of 4 Pages)
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(b) Not applicable. (c) Not applicable. (d) Exhibits. The exhibits listed in the accompanying Exhibit Index are being filed herewith.
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