Item 8.01 Other Events.
As previously announced, on
On
The foregoing disclosure regarding the conditions set forth in the Merger
Agreement does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Merger Agreement, which was filed as
Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description of Document 99.1 Press Release datedMay 15, 2020 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
-------------------------------------------------------------------------------- INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This document may include "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements relating to the completion of the merger. In this context,
forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "see," "will," "would,"
"target," similar expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain, such as statements about the consummation of the
proposed Sheppard transaction and the proposed merger (the "transactions") and
the anticipated benefits thereof. These and other forward-looking statements are
not guarantees of future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those
expressed in any forward-looking statements, including the failure to consummate
the transactions or to make any filing or take other action required to
consummate such transactions in a timely matter or at all. The inclusion of such
statements should not be regarded as a representation that any plans, estimates
or expectations will be achieved. You should not place undue reliance on such
statements. Important factors that could cause actual results to differ
materially from such plans, estimates or expectations include, among others,
that: (1) conditions to the closing of the transactions may not be satisfied or
waived on a timely basis or otherwise; (2) a governmental entity or a regulatory
body may prohibit, delay or refuse to grant approval for the consummation of the
transactions and may require conditions, limitations or restrictions in
connection with such approvals that can adversely affect the anticipated
benefits of the proposed transactions or cause the parties to abandon the
proposed transactions; (3) the transactions may involve unexpected costs,
liabilities or delays; (4) the business of the Company may suffer as a result of
uncertainty surrounding the transactions or the potential adverse changes to
business relationships resulting from the proposed transactions; (5) the Company
may be adversely affected by other general industry, economic, business, and/or
competitive factors; (6) there may be unforeseen events, changes or other
circumstances that could give rise to the termination of the transactions or
affect the ability to recognize the benefits of the transactions; (7) risks that
the proposed transactions may disrupt current plans and operations and present
potential difficulties in employee retention as a result of the transactions;
(8) risks related to diverting management's attention from the Company's ongoing
business operations; (9) there may be other risks to consummation of the
transactions, including the risk that the transactions will not be consummated
within the expected time period or at all which may affect the Company's
business and the price of the common stock of the Company; and (10) the risks
described from time to time in the Company's reports filed with the
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