Item 8.01. Other Events.
As previously disclosed, on
Under the terms of the Merger Agreement, the consummation of the Merger is
subject to certain customary closing conditions, including the expiration or
earlier termination of the waiting period (and any extension thereof) applicable
to the consummation of the Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"). Effective as of
The consummation of the Merger remains subject to other closing conditions,
including, but not limited to, regulatory approvals in jurisdictions outside
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K may contain forward-looking statements, which
include all statements that do not relate solely to historical or current facts,
such as statements regarding our expectations, intentions or strategies
regarding the future. In some cases, you can identify forward-looking statements
by the following words: "may," "will," "could," "would," "should," "expect,"
"intend," "plan," "anticipate," "believe," "estimate," "predict," "project,"
"aim," "potential," "continue," "ongoing," "goal," "can," "seek," "target" or
the negative of these terms or other similar expressions, although not all
forward-looking statements contain these words. These forward-looking statements
are based on management's beliefs, as well as assumptions made by, and
information currently available to, the Company. Because such statements are
based on expectations as to future financial and operating results and are not
statements of fact, actual results may differ materially from those projected
and are subject to a number of known and unknown risks and uncertainties,
including: (i) the risk that the proposed Merger may not be completed in a
timely manner or at all, which may adversely affect the Company's business and
the price of the Company's common stock; (ii) the failure to satisfy any of the
conditions to the consummation of the proposed transaction, including the
receipt of certain regulatory approvals; (iii) the occurrence of any event,
change or other circumstance or condition that could give rise to the
termination of the Merger Agreement, including in circumstances requiring the
Company to pay a termination fee; (iv) the effect of the announcement or
pendency of the proposed transaction on the Company's business relationships,
operating results and business generally; (v) risks that the proposed
transaction disrupts the Company's current plans and operations; (vi) the
Company's ability to retain and hire key personnel in light of the proposed
transaction; (vii) risks related to diverting management's attention from the
Company's ongoing business operations; (viii) unexpected costs, charges or
expenses resulting from the proposed transaction; (ix) the ability to obtain the
necessary financing arrangements set forth in the commitment letters received in
connection with the Merger; (x) potential litigation relating to the Merger that
could be instituted against the parties to the Merger Agreement or their
respective directors, managers or officers, including the effects of any
outcomes related thereto; (xi) continued availability of capital and financing
and rating agency actions; (xii) certain restrictions during the pendency of the
Merger that may impact the Company's ability to pursue certain business
opportunities or strategic transactions; (xiii) unpredictability and severity of
catastrophic events, including but not limited to acts of terrorism, war or
hostilities or the COVID-19 pandemic, as well as management's response to any of
the aforementioned factors; (xiv) other risks described in the Company's filings
with the
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effect on the completion of the Merger and/or the Company's consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
This communication is being made in respect of the pending Merger involving the Company and Parent. The Company has filed and mailed an information statement to its stockholders containing the information with respect to the Merger specified in Schedule 14C promulgated under the Securities Exchange Act of 1934 (the "Exchange Act") and describing the pending Merger. INVESTORS ARE URGED TO CAREFULLY READ THE INFORMATION STATEMENT REGARDING THE PENDING MERGER AND ANY OTHER RELEVANT DOCUMENTS IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER.
The Company's stockholders may obtain free copies of the documents the Company
files with the
No Offer
No person has commenced soliciting proxies in connection with the proposed transaction referenced in this Current Report on Form 8-K, and this Current Report on Form 8-K is neither an offer to purchase nor a solicitation of an offer to sell securities.
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