Item 7.01. Regulation FD Disclosure.
On
Additional Information
A full description of the terms of the proposed Transaction will be provided in
a proxy statement for the stockholders of AVCT (the "Proxy Statement") to be
filed with the
Participants in the Solicitation
AVCT and its directors and executive officers may be considered participants in
the solicitation of proxies by AVCT in connection with the proposed Transaction.
Information about the directors and executive officers of AVCT is set forth in
its Annual Report on Form 10-K for the fiscal year ended
Non-Solicitation
This document shall 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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Important Information Regarding Forward-Looking Statements
This document may contain forward-looking statements concerning AVCT, Kandy and/or Ribbon, the proposed Transaction and other matters. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the management of AVCT and Ribbon, as well as assumptions made by, and information currently available to, such management. Forward-looking statements may be accompanied by words such as "aim," "anticipate," "believe," "seek," "see," "plan," "could," "would," "should," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "will," "possible," "potential," "predict," "project," "target" or similar words, phrases or expressions, and include statements regarding the anticipated benefits of the acquisition of Kandy by AVCT, the required equity offering and anticipated timing of closing of the Transaction. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the parties' control, such as statements about the consummation of the proposed Transaction.
Factors that could cause actual results to differ materially from those in the
forward-looking statements include failure to consummate the proposed
Transaction; failure to make or take any filing or other action required to
consummate the proposed Transaction in a timely matter or at all; failure to
obtain shareholder approvals in a timely manner or otherwise; failure to satisfy
other closing conditions to the proposed Transaction; risks that the businesses
will not be integrated successfully; failure to realize anticipated benefits of
the combined operations; potential litigation relating to the proposed
Transaction and disruptions from the proposed Transaction that could harm AVCT's
or Ribbon's business; ability to retain key personnel; the potential impact of
announcement or consummation of the proposed Transaction on relationships with
third parties, including customers, employees and competitors; and conditions in
the capital markets. The foregoing list of factors is not exhaustive. All of
the parties' forward-looking statements involve risks and uncertainties (some of
which are significant or beyond the parties' control) and assumptions that could
cause actual results to differ materially from their respective historical
experience and present expectations or projections. You should carefully
consider the foregoing factors and the other risks and uncertainties that affect
the parties' businesses, including those described in the most recent respective
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q of the parties, as
well as the other documents filed by the parties from time to time with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description 99.1 Press Release, datedAugust 5, 2020 . 3
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