Item 8.01 Other Events.
On
A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.
Additional Information
The tender offer for the outstanding common stock of the Company has not yet
commenced. This communication does not constitute a recommendation, an offer to
purchase or a solicitation of an offer to sell the Company's securities. An
offer to purchase shares of the Company's common stock will only be made
pursuant to an Offer to Purchase and related tender offer materials. At the time
the tender offer is commenced, Merger Sub and Parent will file a Tender Offer
Statement on Schedule TO with the
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. By their nature, forward-looking statements involve risks and uncertainty because they relate to events and depend on circumstances that will occur in the future, and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements include, among other things, statements about the ability of the parties to complete the proposed transaction and the expected timing of completion of the proposed transaction; as well as any assumptions underlying any of the foregoing.
The following are some of the factors that could cause actual future results to
differ materially from those expressed in any forward-looking statements: (i)
uncertainties as to the timing of the tender offer and the merger; (ii) the risk
that the proposed transaction may not be completed in a timely manner or at all;
(iii) uncertainties as to the percentage of the Company's stockholders tendering
their shares of common stock in the tender offer; (iv) the possibility that
competing offers or acquisition proposals for the Company will be made; (v) the
possibility that any or all of the various conditions to the consummation of the
tender offer or the merger may not be satisfied or waived, including the failure
to receive any required regulatory approvals from any applicable governmental
entities (or any conditions, limitations or restrictions placed on such
approvals); (vi) the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, including in
circumstances that would require the Company to pay a termination fee or other
expenses; (vii) the effect of this announcement or pendency of the proposed
transaction on the Company's ability to retain and hire key personnel, its
ability to maintain relationships with its customers, suppliers and others with
whom it does business, its business generally or its stock price; (viii) risks
related to diverting management's attention from the Company's ongoing business
operations; (ix) the risk that stockholder litigation in connection with the
proposed transaction may result in significant costs of defense, indemnification
and liability; and (x) other factors as set forth from time to time in the
Company's filings with the
2
quarterly reports on Form 10-
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Exhibit 99.1 Press Release issued byCDK Global, Inc. onApril 7, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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