Item 8.01. Other Events.
As previously reported, on
In light of the pending Merger and Special Meeting, the Board of Directors of
the Company has decided to postpone the Company's 2021 annual meeting of
stockholders, which was previously scheduled to be held on
Important Information For Investors And Stockholders
This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to a proposed transaction between
the Company and Parent. In connection with this proposed transaction, the
Company may file one or more proxy statements or other documents with the
Participants in Solicitation
The Company, Parent, their respective directors and certain of their respective
executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transaction. Information about the directors and
executive officers of the Company is set forth in its Annual Report on Form 10-K
for the fiscal year ended
These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitations and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials
to be filed with the
Forward Looking Statements
This communication contains "forward-looking statements" within the Private Securities Litigation Reform Act of 1995. Any statements contained in this communication that are not statements of historical fact, including statements about the Company's ability to consummate the proposed transaction, the expected benefits of the proposed transaction and the expected impact of the coronavirus pandemic (COVID-19) on the Company's businesses may be deemed to be forward-looking statements. All such forward-looking statements are intended to provide management's current expectations for the future of the Company based on current expectations and assumptions relating to the Company's business, the economy and other future conditions. Forward-looking statements generally can be identified through the use of words such as "believes," "anticipates," "may," "should," "will," "plans," "projects," "expects," "expectations," "estimates," "forecasts," "predicts," "targets," "prospects," "strategy," "signs," and other words of similar meaning in connection with the discussion of future performance, plans, actions or events. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Such risks and uncertainties include, among others: the failure to obtain the required vote of the Company's stockholders, the timing to consummate the proposed transaction, the risk that a condition of closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction might otherwise not occur, the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated, the diversion of management time on transaction-related issues, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of the Company, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with its suppliers and customers, economic or political changes that affect the markets that the Company's businesses serve which could have an effect on demand for the Company's products and impact the Company's profitability, disruptions in the credit and financial markets, including diminished liquidity and credit availability, disruptions in the Company's businesses from the coronavirus pandemic (COVID-19), cyber-security vulnerabilities, supply issues, retention of key
employees, and outcomes of legal proceedings, claims and investigations, future
changes, results of operations, domestic spending by the onshore oil and natural
gas industry, continued volatility or future volatility in oil and natural gas
prices, deterioration in general economic conditions or a continued weakening or
future weakening of the broader energy industry, federal, state and local
regulation of hydraulic fracturing and other oilfield service activities, as
well as exploration and production activities, including public pressure on
governmental bodies and regulatory agencies to regulate our industry, and the
price and availability of alternative fuels, equipment and energy sources.
Accordingly, actual results may differ materially from those contemplated by
these forward-looking statements. Investors, therefore, are cautioned against
relying on any of these forward-looking statements. They are neither statements
of historical fact nor guarantees or assurances of future performance.
Additional information regarding the factors that may cause actual results to
differ materially from these forward-looking statements is available in the
Company's filings with the
These forward-looking statements speak only as of the date of this communication, and the Company does not assume any obligation to update or revise any forward-looking statement made in this communication or that may from time to time be made by or on behalf of the Company.
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