Item 8.01. Other Events.
On
Shareholders of record as of the close of business on
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company filed a
definitive proxy statement (the "Proxy Statement") with the
Participants in the Solicitation
The Company and UFH and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from the Company's
shareholders with respect to the Business Combination. A list of the names of
those directors and executive officers and a description of their interests in
the Company, UFH and the Business Combination is contained in the definitive
proxy statement for the Business Combination, which was filed with the
Information Concerning Forward-Looking Statements
The Company makes forward-looking statements in this report within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements relate to expectations or forecasts for future events. These
statements may be preceded by, followed by or include the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans," "intends,"
"believes," "seeks," "may," "will," "should," "future," "propose" and variations
of these words or similar expressions (or the negative versions of such words or
expressions) are intended to identify forward-looking statements. These
forward-looking statements are not guarantees of future performance, conditions
or results, and involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside the Company's
or UFH's control, that could cause actual results or outcomes to differ
materially from those discussed in the forward-looking statements. These
forward-looking statements include, without limitation, the Company's and UFH's
expectations with respect to the timing of the Extraordinary Meeting, the
satisfaction of the closing conditions of the Business Combination and the
timing of the completion of the Business Combination. Important factors, among
others, that may affect actual results or outcomes include the inability to
complete the Business Combination (including due to the failure to receive
required shareholder approvals, or the failure of other closing conditions); the
inability to recognize the anticipated benefits of the proposed Business
Combination; the inability to meet the listing requirements of the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions 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 shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedDecember 2, 2019 .
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