Item 8.01. Other Events.
On
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company is also filing this Current Report on Form 8-K to amend the last sentence of the third paragraph of the press release as follows: "In addition, J.P. Morgan received inquiries from two other potentially interested parties during the "go-shop" period, which did not lead to any acquisition proposals."
Additional Information and Where to Find It
The Company intends to file with the
Investors and security holders of the Company will be able to obtain a free copy
of the proxy statement, as well as other relevant filings containing information
about the Company and the proposed transaction, including materials that will be
incorporated by reference into the proxy statement, without charge, at the
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may
be deemed to be participants in the solicitation of proxies in respect of the
proposed Merger. Information regarding the interests of the Company's directors
and executive officers and their ownership of Company common stock is set forth
in the Company's annual report on Form 10-K filed with the
This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts, and may relate to future events or the Company's anticipated results, business strategies or capital requirements, among other things, all of which involve risks and uncertainties. You can identify many (but not all) such forward-looking statements by looking for words such as "assumes," "approximates," "believes," "expects," "anticipates," "estimates," "projects," "seeks," "intends," "plans," "could," "would," "may" or other similar expressions. Important factors which could cause actual results to differ materially from those in the forward-looking statements, include , but are not limited to, risks related to the ability of the Company to consummate the proposed transaction with Thoma Bravo on a timely basis or at all, including: the satisfaction of the conditions precedent to consummation of the proposed transaction; the Company's ability to secure regulatory approvals on the terms expected in a timely manner or at all; the risk of disruption from the transaction making it more difficult to maintain business and operational relationships; the risk of negative side effects of the announcement or the consummation of the proposed transaction on the market price of the Company's common stock or on the Company's operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed transaction; and competitive factors, including competitive responses to the transaction and changes in the competitive environment, pricing changes and increased competition. Matters described in forward-looking statements may also be affected by other known and unknown risks, trends, uncertainties and factors, many of which are beyond the Company's ability to control or predict.
Further information on these and other risk and uncertainties relating to the
Company can be found in its reports on Forms 10-K, 10-Q and 8-K and in other
filings the Company makes with the
The forward-looking statements included in this report are made only as of the date hereof. The Company assumes no obligation and does not intend to update these forward-looking statements, except as required by law. --------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit Number Description 99.1 Press release, datedAugust 18, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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