Item 8.01. Other Events.
As previously disclosed, on
Also as previously disclosed, the consummation of the Merger was conditioned
upon, among other things, the approval of the Merger by the
The special meeting of the Company's stockholders to vote on a proposal to
approve the Merger is currently scheduled for
The Company anticipates that the Merger will be consummated in summer 2023,
subject to the satisfaction of the remaining conditions to the Merger. The
Company cannot predict when or if all of the conditions to the Merger will be
satisfied or, to the extent permissible, waived, including the required approval
of the Company's stockholders at the Special Meeting and the clearance of the
Merger by the
Additional Information and Where to Find It
In connection with the proposed transaction, the Company has filed with the
Participants in the Solicitation
The Company and its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders with respect to the proposed transaction. Information about the
Company's directors and executive officers and their ownership of the Company's
securities is set forth in the Company's Annual Report on Form 10-K/A for the
year ended
Additional information regarding the identity of participants in the
solicitation of proxies, and a description of their direct or indirect interests
in the proposed transaction, by security holdings or otherwise, are set forth in
the proxy statement and other materials to be filed with the
Cautionary Statement Regarding Forward Looking Statements
Some of the statements contained in this release constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts," or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
The forward-looking statements contained in this release reflect the Company's current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances, many of which are beyond the control of the Company, that may cause actual results and future events to differ significantly from those expressed in any forward-looking statement, which risks and uncertainties include, but are not limited to: the ability to complete the proposed Merger on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary stockholder approval and satisfaction of other closing conditions to consummate the Merger; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement relating to the proposed Merger; risks that the proposed Merger disrupts the Company's current plans and operations or diverts the attention of the Company's management or employees from ongoing business operations; the risk of potential difficulties with the Company's ability to retain and hire key personnel and maintain relationships with customers and other third parties as a result of the proposed Merger; the failure to realize the expected benefits of the proposed Merger; the risk that the proposed Merger may involve unexpected costs and/or unknown or inestimable liabilities; the risk that the Company's business may suffer as a result of uncertainty surrounding the proposed Merger; the risk that stockholder litigation in connection with the proposed Merger may affect the timing or occurrence of the proposed Merger or result in significant costs of defense, indemnification and liability; effects relating to the announcement of the Merger or any further announcements or the consummation of the proposed Merger on the market price of the Company's common stock.
While forward-looking statements reflect the Company's good faith beliefs, they
are not guarantees of future performance or events. Any forward-looking
statement speaks only as of the date on which it was made. The Company disclaims
any obligation to publicly update or revise any forward-looking statement to
reflect changes in underlying assumptions or factors, of new information, data
or methods, future events or other changes. For a further discussion of these
and other factors that could cause the Company's future results to differ
materially from any forward-looking statements, see the section entitled "Risk
Factors" in the Company's Annual Report on Form 10-K for the year ended
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