Item 5.07 Submission of Matters to a Vote of Security Holders
On
There were 176,242,263 shares of Company common stock and 28,708 shares of
Company preferred stock (representing 3,822,323 shares of Company common stock
on an as-converted basis) issued and outstanding on the record date of
1. Proposal 1: Approval of the Merger pursuant to the Merger Agreement
Approval of the Proposal 1, the Merger pursuant to the Merger Agreement,
required the affirmative vote of the holders of the outstanding shares of
Company common stock and Company preferred stock (voting on an as-converted
basis with the holders of Company common stock), as of the close of business on
For Against Abstain 116,514,009 2,267,326 198,812
2. Proposal 2: Adjournment Proposal
Approval of Proposal 2 required the affirmative vote of the holders of a
majority of the shares of Company common stock and Company preferred stock
(voting on an as-converted basis with the holders of Company common stock)
present in person or represented by proxy, as of the close of business on
For Against Abstain 101,352,219 12,330,121 5,297,807
The Company expects to consummate the Merger on
Forward-Looking Statements
This Form 8-K and the documents referred to herein contain forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995,
as amended. Forward-looking statements are statements that are not historical
facts and may include projections and estimates and their underlying
assumptions, statements regarding plans, objectives, intentions and expectations
with respect to future financial results, events, operations, services, product
development and potential, and statements regarding future performance.
Forward-looking statements are generally identified by the words "expects",
"anticipates", "believes", "intends", "estimates", "plans", "will be" and
similar expressions. Although the Company's management believes that the
expectations reflected in such forward-looking statements are reasonable,
investors are cautioned that forward-looking information and statements are
subject to various risks and uncertainties, many of which are difficult to
predict and generally beyond the Company's control, that could cause actual
results and developments to differ materially from those expressed in, or
implied or projected by, the forward-looking information and statements. These
risks and uncertainties include among other things, risks related to Sanofi and
the Company's ability to complete the transaction on the proposed terms or on
the proposed timeline, including the possibility that competing offers will be
made, failure to satisfy conditions to closing and other risks associated with
executing business combination transactions, such as disruption from the
proposed acquisition making it more difficult to conduct business as usual or to
maintain relationships with customers, employees, manufacturers, suppliers or
patient groups. While the list of factors presented here is representative, no
list should be considered a statement of all potential risks, uncertainties or
assumptions that could have a material adverse effect on the companies' ability
to consummate the Merger and/or their consolidated financial condition or
results of operations. The foregoing factors should be read in conjunction with
the risks and cautionary statements discussed or identified in the public
filings with the
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