Item 7.01 Regulation FD Disclosure.
As previously disclosed, on
As permitted by the terms of the Notes, the Redemption Notices and the redemption of the 2025 Notes and the 2028 Notes are expected to be conditioned upon the satisfaction of certain conditions precedent, including the consummation of the Combinations. The Issuers will be entitled to delay, and may delay, the redemption of the 2025 Notes and the 2028 Notes until such time as such conditions precedent are satisfied. There can be no assurance that the redemption of the 2025 Notes and the 2028 Notes will be consummated.
This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2025 Notes or the 2028 Notes, or an offer to tender for, or purchase, any Notes or any other security. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act or the securities laws of any other jurisdiction.
The information contained in Item 7.01 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. You can identify these
statements and other forward-looking statements in this document by words such
as "may", "will", "would", "expect", "anticipate", "believe", "estimate",
"plan", "intend", "continue", or similar words, expressions or the negative of
such terms or other comparable terminology. These statements include, but are
not limited to, those with respect to the redemption of the Notes, the benefits
of the business combination transaction involving Quidel, the Company and Topco,
including the combined company's future financial and operating results, plans,
objectives, expectations and intentions and other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Quidel's and the Company's management and are subject to
significant risks and uncertainties. Actual results may differ from those set
forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: failure to complete the
proposed transaction on the proposed terms or on the anticipated timeline, or at
all, including risks and uncertainties related to securing the necessary
regulatory and stockholder approvals, the sanction of the
You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. The Company undertakes no obligation to update any of the forward-looking information included in this document, whether as a result of new information, future events, changed expectations or otherwise, except as required by law.
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