Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 (including Exhibit 99.1) is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this Item 7.01 will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company that this information is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication contain
certain forward-looking statements within the meaning of the federal securities
laws with respect to the timing and consummation of the proposed transaction
between Parent and the Company. These forward-looking statements generally are
identified by the words "believe," "predict," "target," "contemplate,"
"potential," "project," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "opportunity," "plan," "may," "should," "will," "would,"
"could," "will be," "will continue," "will likely result," and similar
expressions. Forward-looking statements are predictions, projections and other
statements about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to:
(i) the risk that the proposed transaction may not be completed in a timely
manner or at all, (ii) the failure to satisfy the conditions to the consummation
of the proposed transaction, including the adoption of the Merger Agreement by
the stockholders of the Company and the receipt of certain governmental and
regulatory approvals, (iii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement,
(iv) the effect of the announcement or pendency of the proposed transaction on
the Company's business relationships, operating results, and business generally,
(v) risks that the proposed transaction disrupts current plans and operations of
the Company or Parent and potential difficulties in the Company employee
retention as a result of the proposed transaction, (vi) risks related to
diverting management's attention from the Company's ongoing business operations,
and (vii) the outcome of any legal proceedings that may be instituted against
Parent or against the Company related to the Merger Agreement or the proposed
transaction. The risks and uncertainties may be amplified by economic, market,
business or geopolitical conditions or competition, or changes in such
conditions, negatively affecting the Company's business, operations and
financial performance. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks and
uncertainties that affect the Company's business as described in the "Risk
Factors" section of the Company's Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q and other documents filed by from time to time with the
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Additional Information and Where to Find It
In connection with the proposed transaction, the Company will be filing
documents with the
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may
be deemed to be participants in the solicitation of proxies in connection with
the proposed transaction. Company stockholders may obtain additional information
regarding the direct and indirect interests of the participants in the
solicitation of proxies in connection with the proposed transaction, including
the interests of the Company directors and executive officers in the
transaction, which may be different than those of the Company stockholders
generally, by reading the definitive proxy statement that will be filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Joint Press Release ofAerie Pharmaceuticals, Inc. and Alcon Inc., datedAugust 22, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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