Item 8.01. Other Events.
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.
Additional Information About the Business Combination
In connection with the proposed Business Combination, Babylon filed a
registration statement, as amended, on Form F-4 (File No. 333-257694) (the
"Registration Statement") with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company's stockholders 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 is contained in the Registration Statement, and is available free of charge from the sources indicated above.
Babylon and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the Business Combination.
Information Concerning Forward-Looking Statements
This Current Report on Form 8-K contains, and certain oral statements made by representatives of Babylon and the Company and their respective affiliates, from time to time may contain, a number of "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or our future financial or operating performance. When used in this Current Report on Form 8-K, 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 include, without limitation, information concerning Babylon's or the Company's possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, Babylon's and the Company's expectations with respect to the future performance of the combined company, including whether this proposed Business Combination will generate returns for stockholder, the anticipated addressable market for the combined company, the satisfaction of the closing conditions to the Business Combination, and the timing of the transaction.
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 Babylon's or the Company's management's control, that could cause actual
results to differ materially from the results discussed in the forward-looking
statements. These risks, uncertainties, assumptions and other important factors
include, but are not limited to: (a) the occurrence of any event, change or
other circumstances that could give rise to the termination of the Merger
Agreement and the proposed Business Combination contemplated thereby; (b) the
inability to complete the proposed Business Combination due to the failure to
obtain approval of the stockholders of the Company or other conditions to
closing in the Merger Agreement; (c) the ability to meet New York Stock Exchange
listing standards following the consummation of the proposed Business
Combination; (d) the failure of investors in the PIPE to fund their commitments
upon the closing of the proposed Business Combination; (e) the risk that the
proposed Business Combination disrupts current plans and operations of Babylon
or its subsidiaries as a result of the announcement and consummation of the
transactions described herein; (f) the ability to recognize the anticipated
benefits of the proposed Business Combination, which may be affected by, among
other things, competition, the ability of the combined company to grow and
manage growth profitably, maintain relationships with customers and suppliers
and retain its management and key employees; (g) costs related to the proposed
Business Combination; (h) changes in applicable laws or regulations, including
legal or regulatory developments (such as the
Babylon and the Company caution that the foregoing list of factors is not exclusive, and caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, neither the Company nor Babylon undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release.
Disclaimer
This report shall not constitute a solicitation of a proxy, consent or authorization with respect to any vote in any jurisdiction in respect of the business combination. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there by 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 of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
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