ATLAS TECHNICAL CONSULTANTS, INC. Item 5.07. Submission of Matters to a Vote of Security Holders.
On
The Atlas stockholders approved the Merger Agreement Proposal. As set forth in the Proxy Statement, the Adjournment Proposal (as defined in the Proxy Statement) would only be presented to Atlas stockholders, if necessary or appropriate and permitted under the Merger Agreement (as defined below), to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. Because the Merger Agreement Proposal was approved, there was no need to present the Adjournment Proposal to the Atlas stockholders. The results of the matters voted upon at the Atlas Special Meeting, as more fully described in the Proxy Statement, are set forth below.
Proposal No. 1
The approval and adoption of the Agreement and Plan of Merger, dated as of
For Against Abstain
31,961,884 53,181 2,713
Item 8.01. Other Events.
On
Closing of the transaction remains subject to customary closing conditions, as well as the receipt of certain state regulatory approvals and clearances.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this Current Report on Form 8-K, including statements as to the expected timing, completion, and effects of the proposed transactions contemplated by the Merger Agreement, constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the fact that they use words such as "may," "will," "could," "should," "would," "expect," "anticipate," "intend," "estimate," "believe" or similar expressions. Any forward-looking statements contained herein are based on current plans and expectations and involve risks and uncertainties that could cause actual outcomes and results to differ materially from current expectations. These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward-looking statements may include, but are not limited to, statements about the anticipated benefits of the Merger, including future financial and operating results, expected synergies and cost savings related to the Merger, the plans, objectives, expectations and intentions of Atlas, Parent and the combined company, the expected timing of the completion of the Merger, the effect, impact, potential duration or other implications of the COVID-19 pandemic and any expectations we may have with respect thereto, the ability to recognize the anticipated benefits of our past acquisitions, which may be affected by, among other things, competition, the ability of Atlas to grow and manage growth profitably, maintain relationships with customers and suppliers and retain management and key employees, changes adversely affecting the business in which we are engaged, changes in applicable laws or regulations, the possibility that Atlas may be adversely affected by other economic, business, and/or competitive factors and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of Atlas or Parent, as applicable, and are qualified by the inherent risks and uncertainties surrounding future expectations generally, and actual results could differ materially from those currently anticipated due to a number of risks and uncertainties. Neither Atlas nor Parent, nor any of their respective directors, executive officers or advisors, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements will actually occur. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated, risks that any of the other closing conditions to the Merger may not be satisfied or waived in a timely manner, risks related to disruption of management time from ongoing business operations due to the Merger, the effect of the announcement of the Merger on the ability of Atlas to retain customers and retain and hire key personnel and maintain relationships with its suppliers and other business partners, and on their operating results and businesses generally, the risk that potential litigation in connection with the Merger may affect the timing or occurrence of the Merger or result in significant costs of defense, indemnification and liability and transaction costs.
The forward-looking statements are based on the beliefs and assumptions of
Atlas's management and the information available to Atlas's management as of the
date of this Current Report on Form 8-
Discussions of additional risks and uncertainties are and will be contained in
Atlas's filings with the
Certain Information Regarding Participants
Atlas and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in the solicitation of
proxies from Atlas's stockholders in connection with the Merger. Information
regarding the persons who may, under the rules of the
Important Information and Where to Find It
This communication is being made in respect of the Merger involving Parent and
Atlas. Atlas filed with the
Investors and security holders can obtain these materials and other relevant
documents filed with the
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