Item 8.01 Other Events.
On
Forward-Looking Statements
This Current Report on Form 8-K and the presentation attached hereto as Exhibit
99.1 contain forward-looking statements based upon DelMar's and Adgero's current
expectations. This communication contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by terminology such as "may,"
"should," "expects," "plans," "anticipates," "could," "intends," "target,"
"projects," "contemplates," "believes," "estimates," "predicts," "potential" or
"continue" or the negative of these terms or other similar words. These
statements are only predictions. DelMar and Adgero have based these
forward-looking statements largely on their then-current expectations and
projections about future events, as well as the beliefs and assumptions of
management. Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that are beyond
each of DelMar's and Adgero's control, and actual results could differ
materially from those stated or implied in forward-looking statements due to a
number of factors relating to the consummation of the Merger, including but not
limited to: (i) risks associated with DelMar's and Adgero's ability to obtain
the stockholder approval required to consummate the proposed Merger and the
timing of the closing of the proposed Merger, including the risks that a
condition to closing would not be satisfied within the expected timeframe or at
all or that the closing of the proposed Merger will not occur; (ii) the outcome
of any legal proceedings that may be instituted against the parties and others
related to the Merger Agreement; (iii) the occurrence of any event, change or
other circumstance or condition that could give rise to the termination of the
Merger Agreement, (iv) unanticipated difficulties or expenditures relating to
the proposed Merger, the response of business partners and competitors to the
announcement of the proposed Merger, and/or potential difficulties in employee
retention as a result of the announcement and pendency of the proposed Merger;
(v) whether the combined business of Adgero and DelMar will be successful, and
(vi) those risks detailed in DelMar's most recent Annual Report on Form 10-K,
the registration statement on Form S-4 related to the proposed Merger with
Adgero and subsequent reports filed with the
Additional Information and Where to Find It
This presentation is for informational purposes only and 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 presentation relates
to the proposed Merger of DelMar and Adgero. In connection with the proposed
Merger, DelMar has filed a registration statement on Form S-4, which includes a
document that serves as a prospectus and proxy statement of DelMar (the "proxy
statement/prospectus"), and DelMar will file other documents regarding the
proposed Merger transaction with the
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Participants in the Solicitation
DelMar and its respective directors and executive officers and other members of
management and employees and certain of their respective significant
stockholders may be deemed to be participants in the solicitation of
proxies from DelMar stockholders in respect of the proposed merger transaction.
Information about DelMar's directors and executive officers is available in
DelMar's proxy statement, filed
No Offer or Solicitation
This presentation 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 jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Investor Presentation, datedJune 2020 -2-
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