Item 8.01. Other Events. Merger Update As previously disclosed, onJanuary 8, 2021 ,Acacia Communications, Inc. (the "Company") delivered a written notice to Cisco Systems, Inc. ("Cisco") terminating the Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Cisco andAmarone Acquisition Corp. , dated as ofJuly 8, 2019 , providing for the acquisition of the Company by Cisco (the "Merger"), pursuant to the terms thereof.
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The Company intends to continue to engage in a vigorous defense of these proceedings. However, given the early stage of these proceedings, the Company is unable to predict the outcome, and the timing of final resolution is uncertain. The pendency and ultimate resolution of these proceedings may have a material adverse effect on the Company's business, financial condition, results of operations, cash flows, commercial relationships, reputation and ability to attract and retain employees, including in the near term, and may require the Company to close the Merger. The Company will continue to incur litigation and other expenses as a result of these proceedings, which could have a material adverse impact on the Company's business, financial condition, results of operations and cash flows. Regardless of the outcome, these proceedings may have a material adverse impact on the Company due to substantial defense costs, damages, indemnification, settlement or other awards, diversion of management attention and resources, and other factors.
Nasdaq Update
As previously disclosed, the Company on
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Safe Harbor for Forward-Looking Statements
This Current Report on Form 8-K includes statements concerning the Company and
its future expectations, plans and prospects that constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding: the Merger; termination of the Merger
Agreement and challenges to such termination, including the litigation
instituted by Cisco against the Company; and the Company's ability, and related
plan, to regain compliance with Nasdaq's listing rules. For this purpose, any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the foregoing, the
words "may," "should," "would," "expects," "plans," "anticipates," "could,"
"intends," "target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential," "will" or "continue" or the negative of these terms or
other similar expressions are intended to help you identify forward-looking
statements. The forward-looking statements in this Current Report on Form 8-K
are only predictions. The events and circumstances reflected in the
forward-looking statements may not be achieved or occur and actual results could
differ materially from those projected in the forward looking statements. The
Company has based these forward-looking statements largely on its current
expectations and projections about future events and trends that the Company
believes may affect its business, financial condition and results of operations.
These forward-looking statements speak only as of the date of this Current
Report on Form 8-K and are subject to a number of risks, uncertainties and
assumptions including, without limitation: the potential impacts on the
Company's business, reputation, relationships, results of operations, cash flows
and financial condition as a result of the Merger, termination of the Merger,
uncertainty with respect to the Merger or litigation relating to the Merger;
pending or potential litigation against the Company or its directors or officers
related to the Merger, the Merger Agreement or termination thereof, including
the litigation instituted by Cisco against the Company, and any adverse outcome
of such litigation; the effects of announcements relating to the Merger and the
Merger Agreement, including with respect to the termination thereof and
challenges to the termination thereof; the costs, fees, expenses and other
charges related to the Merger, including with respect to related litigation;
risks that the Merger and litigation relating to the Merger may divert
management's attention from the Company's ongoing business operations, disrupt
the Company's operations and result in potential difficulties in the Company's
ability to attract and retain employees; the Company's ability to maintain its
listing on the Nasdaq Global Select Market; uncertainty regarding the extent to
which the coronavirus disease, COVID-19, pandemic and related response measures
will adversely affect the Company's business, results of operations, cash flows
and financial condition, or the business and financial condition of the
Company's customers and suppliers; the Company's ability to sustain or increase
revenue from its larger customers, generate revenues from new customers, or
offset the discontinuation of concentrated purchases by its larger customers
with purchases by new or existing customers; the Company's ability to anticipate
the timing and scale of demand for its products, including from its largest
customers; the adverse impact of negative economic conditions created or
exacerbated by the ongoing COVID-19 pandemic; the Company's expectations
regarding expenses and revenue, its ability to maintain and expand gross profit,
the sufficiency of the Company's cash resources and needs for additional
financing; the Company's ability to produce products free of problems, defects,
errors and vulnerabilities; the Company's anticipated growth strategies, its
expectations regarding competition, the anticipated trends and challenges in the
Company's business and the markets in which it operates; the Company's
expectations regarding, and the capacity and stability of, its supply chain and
manufacturing; the size and growth of the potential markets for the Company's
products and the ability to serve those markets; the scope, progress, expansion
and costs of developing and commercializing its products; the timing, rate and
degree of introducing any of its products into the market and the market
acceptance of any of its products; the Company's ability to establish and
maintain development partnerships; the Company's ability to attract or retain
key personnel; the Company's expectations regarding federal, state and foreign
regulatory requirements, including export controls, tax law changes and
interpretations, economic sanctions and anti-corruption regulations; regulatory
or legislative developments in
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