BENEFITFOCUS, INC. Item 7.01. Regulation FD Disclosure.
Joint Press Release
On
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this communication may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "might," "will," "plan," "project," "seek," "should," "target," "would," and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management.
Such forward-looking statements are subject to risks, uncertainties and other
important factors that could cause actual results and the timing of certain
events to differ materially from future results expressed or implied by such
forward-looking statements. Factors that could cause or contribute to such
differences include the following: (i) conditions to the completion of the
proposed acquisition, including stockholder approval of the proposed
acquisition, may not be satisfied or the regulatory approval required for the
proposed acquisition may not be obtained on the terms expected or on the
anticipated schedule; (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the merger agreement
between the parties to the proposed acquisition; (iii) the effect of the
announcement or pendency of the proposed acquisition on the Company's customers,
suppliers, business relationships, operating results and business generally;
(iv) the risk that the proposed acquisition disrupts the Company's current plans
and operations and the potential difficulties in the Company's employee
retention as a result of the proposed acquisition; (v) the risk related to
diverting management's attention from our ongoing business operations;
(vi) potential litigation that may be instituted against the Company or its
directors or officers related to the proposed acquisition or the merger
agreement between the parties to the proposed acquisition; (vii) the amount of
the costs, fees, expenses and other charges related to the proposed acquisition;
(viii) the risk that the proposed acquisition will not be consummated in a
timely manner; (ix) macroeconomic and industry trends and adverse developments
in the debt, consumer credit and financial services markets; natural disasters
and adverse weather, acts of terrorism, an outbreak of hostilities or other
international or domestic calamities, including the recent war in
The Company's forward-looking statements speak only as of the date of this communication or as of the date they are made. The Company disclaims any intent or obligation to update any "forward looking statement" made in this communication to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.
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Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of the Company by Parent. In connection with the proposed
acquisition, the Company will file with the
Participants in Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders in
respect of the proposed acquisition. Information about the directors and
executive officers of the Company is set forth in the proxy statement for the
Company's 2022 Annual Meeting of Stockholders, which was filed with the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Joint Press Release, datedNovember 1, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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