Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is the Cellebrite Q1 earnings release. Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Additional Information
In connection with the proposed business combination between
Participants in the Solicitation
Cellebrite and TWC and their respective directors and officers may be deemed
participants in the solicitation of proxies of TWC stockholders in connection
with the proposed business combination. TWC stockholders, Cellebrite's
shareholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Cellebrite and TWC
at Cellebrite's website at www.cellebrite.com, or in TWC's Annual Report on Form
10-K for the fiscal year ended
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation or a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange, the securities of Cellebrite, TWC or the combined company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
1 Forward-Looking Statements
This Current Report on Form 8-K "forward looking statements" within the meaning
of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "forecast," "intend," "seek," "target," "anticipate,"
"believe," "could," "continue," "expect," "estimate," "may," "plan," "outlook,"
"future" and "project" and other similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. Such
forward looking statements include estimated financial information. Such forward
looking statements with respect to revenues, earnings, performance, strategies,
prospects and other aspects of the businesses of TWC, Cellebrite or the combined
company after completion of the proposed business combination (the "business
combination") contemplated by the Business Combination Agreement and Plan of
Merger (the "Merger Agreement") are based on current expectations that are
subject to risks and uncertainties. A number of factors could cause actual
results or outcomes to differ materially from those indicated by such forward
looking statements. These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement and the proposed business combination
contemplated thereby; (2) the inability to complete the transactions
contemplated by the Merger Agreement due to the failure to obtain approval of
the stockholders of TWC or other conditions to closing in the Merger Agreement;
(3) the ability to meet Nasdaq's listing standards following the consummation of
the transactions contemplated by the Merger Agreement; (4) the risk that the
proposed transaction disrupts current plans and operations of Cellebrite as a
result of the announcement and consummation of the transactions described
herein; (5) the ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with customers and suppliers and retain its management
and key employees; (6) costs related to the proposed business combination; (7)
changes in applicable laws or regulations; (8) the possibility that Cellebrite
may be adversely affected by other economic, business, and/or competitive
factors; and (9) other risks and uncertainties indicated from time to time in
other documents filed or to be filed with the
Non-GAAP Financial Measure and Related Information
Certain of the exhibits to this Current Report on Form 8-K references EBITDA and
EBITDA margin, which are financial measures that are not prepared in accordance
with
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 99.1 Cellebrite Q1 Earnings Release. 2
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