Registration Statement on Form S-4 Declared Effective by the
Special Meeting of SensaSure and Verde Stockholders to be held on
Merger Expected to Close by the end of
SensaSure and Verde will each hold a special meeting of stockholders at the offices of
The Merger Agreement contains certain closing conditions customary for transactions similar to the Merger, which have been satisfied or waived, or which the parties expect to be satisfied or waived shortly after the special meetings, including the approval of the Merger Agreement by Verde stockholders. The Merger is expected to close by
SensaSure and Verde stockholders are urged to read the Proxy Statement/Prospectus, including, among other things, the reasons for the unanimous recommendation by each company’s board of directors that all stockholders vote “FOR” ALL PROPOSALS included in the Proxy Statement/Prospectus in advance of the special meetings by telephone, via the Internet or by signing, dating and returning the applicable proxy card upon receipt by following the instructions on the proxy card. If you are a SensaSure stockholder and have any questions or need assistance voting, please contact SensaSure by telephone at (347) 325-4677or by email at info@pcgadvisory.com. If you are a Verde stockholder and have any questions or need assistance voting, please contact Verde by telephone at (972) 217-4080 or by email at info@pcgadvisory.com. SensaSure or Verde stockholders can also contact Broadridge Financial Solutions, Inc. to request additional copies of the Proxy Statement/Prospectus or the proxy cards or voting instruction forms, as applicable, at: (800) 579-1639. If you are a stockholder of SensaSure or Verde and would like to request documents, please do so by
Your vote “FOR” ALL PROPOSALS is important, no matter how many or how few shares you own.
About
Until
About
Additional Information and Where to Find It
In connection with the Merger and related transactions, SensaSure has filed with the
Participants in the Solicitation
SensaSure, Verde and their respective directors and executive officers and other employees may be considered participants in the solicitation of proxies from the stockholders of SensaSure or Verde with respect to the transaction. Information about the directors and executive officers of SensaSure is set forth in its Annual Report on Form 10-K for the fiscal year ended
No Offer or Solicitation
This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger. This communication 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 state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or 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.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, SensaSure’s and Verde’s expectations with respect to the proposed Merger, including statements regarding the benefits of the transaction and the anticipated timing of the transaction. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of SensaSure’s and Verde’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of SensaSure’s and Verde’s securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the approval of the Merger Agreement by the Verde’s stockholders, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the failure to obtain any applicable regulatory approvals required to consummate the Merger, (v) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the Merger, (vi) the effect of the announcement or pendency of the transaction on SensaSure’s and Verde’s business relationships, performance, and business generally, (vii) the inability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (viii) costs related to the Merger, (ix) the outcome of any legal proceedings that may instituted against SensaSure or Verde, regarding the proposed Merger, (x) the ability to maintain the listing of SensaSure’s or Verde’s securities on the OTC prior to the Merger, (xi) the risk that SensaSure or Verde is not able to maintain and enhance its brand and reputation in its marketplace, adversely affecting SensaSure’s or Verde’s business, financial condition and results of operations, (xii) the risk that periods of rapid growth and expansion could place a significant strain on SensaSure’s resources, including its employee base, which could negatively impact SensaSure’s operating results; (xiii) the risk that SensaSure may never achieve or sustain profitability; (xiv) the risk that SensaSure may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; and (xv) other risks and uncertainties indicated from time to time in the Registration Statement. There may be additional risks that SensaSure or Verde does not know or that SensaSure and Verde currently believe to be immaterial that could also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SensaSure assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described in the “Risk Factors” section of periodic reports filed by SensaSure or Verde with the
For more information, contact:
ksmith@pcgadvisory.com
Source:
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