Item 8.01 Other Events.
On
A copy of the joint press release is attached as Exhibit 99.1 to this report and incorporated by reference herein. The information required to be reported on Form 8-K with respect to the Merger Agreement will be filed in a separate Current Report on Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains and the Company's other filings and
press releases 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 failure to obtain stockholder
approval; (iv) 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; (v)
the effect of the announcement or pendency of the proposed transaction on the
Company's business relationships, operating results and business generally; (vi)
risks that the proposed transaction disrupts the Company's current plans and
operations; (vii) the Company's ability to retain and hire key personnel and
maintain relationships with key business partners and customers, and others with
whom it does business, in light of the proposed transaction; (viii) risks
related to diverting management's attention from the Company's ongoing business
operations; (ix) unexpected costs, charges or expenses resulting from the
proposed 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) the impact of adverse general and
industry-specific economic and market conditions, including any impact from
ongoing conflict in
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Additional Information and Where to Find It
This Current Report on Form 8-K is being made in respect of the pending Merger
involving the Company and Parent. The Company will file with the
The definitive proxy statement will be filed with the
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company's stockholders in
connection with the pending Merger. Information regarding the Company's
directors and executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in the Company's 2022
annual proxy statement filed with the
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 Joint Press Release, datedAugust 3, 2022 . 104 Cover Page Interactive Data file (embedded within the Inline XBRL document). 3
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