Item 8.01 Other Events.


Background

As previously disclosed, on August 11, 2021, The ExOne Company ("ExOne" or the
"Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement"), by and among Desktop Metal, Inc., a Delaware corporation ("Desktop
Metal"), Texas Merger Sub I, Inc., a Delaware corporation and a wholly owned
subsidiary of Desktop Metal ("Merger Sub I"), Texas Merger Sub II, LLC, a
Delaware limited liability company and a wholly owned subsidiary of Desktop
Metal ("Merger Sub II"), and ExOne. The Merger Agreement provides, among other
things, that upon the terms and subject to the conditions set forth in the
Merger Agreement, Merger Sub I will merge with and into ExOne, with ExOne
surviving the merger as a wholly owned subsidiary of Desktop Metal (the "First
Merger"). The Merger Agreement also provides that, immediately following the
effective time of the First Merger, ExOne, as the surviving corporation of the
First Merger, will merge with and into Merger Sub II (the "Second Merger," and
together with the First Merger, the "Mergers"), with Merger Sub II surviving the
Second Merger and continuing as a wholly owned subsidiary of Desktop Metal. The
proposed Mergers are described in the Proxy Statement/Prospectus, dated
October 8, 2021, filed with the Securities and Exchange Commission (the "SEC")
and mailed to all stockholders of record of ExOne in connection with the Mergers
(the "Proxy Statement/Prospectus").

Regulatory Matters



On October 20, 2021, ExOne and Desktop Metal received clearance from the German
Federal Ministry for Economic Affairs and Energy, a foreign investment
regulatory authority, that the transactions contemplated by the Merger Agreement
have been cleared pursuant to section 58a paragraph 1 of the German Foreign
Trade and Payments Ordinance. Additionally, and as previously reported, the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, expired on October 28, 2021 at 11:59 p.m. Eastern Time. Accordingly,
ExOne and Desktop Metal have now received all regulatory approvals required as a
condition to consummate the Mergers.

Subject to obtaining ExOne stockholder approval and the satisfaction of other
customary closing conditions to the Mergers, ExOne and Desktop Metal expect to
complete the Mergers during the fourth quarter of 2021, and, subject to the
terms of the Merger Agreement, such closing may occur as soon as three days
following the date of the special meeting of ExOne stockholders.

Litigation Update



As previously disclosed in the Proxy Statement/Prospectus, seven purported ExOne
stockholders filed lawsuits against ExOne, its board of directors, and Desktop
Metal related to the Mergers, one of which was subsequently withdrawn: Stein v.
The ExOne Company, et. al, Case No. 1:21-cv-07756, filed in the United States
District Court for the Southern District of New York on September 16, 2021 (the
"Stein Complaint"); Kong v. The ExOne Company, et al., Case No. 2:21-cv-04165,
filed in the United States District Court for the Eastern District of
Pennsylvania on September 21, 2021 (the "Kong Complaint"); Vasedevan v. The
ExOne Company, et. al, Case No. 1:21-cv-07984, filed in the United States
District Court for the Southern District of New York on September 24, 2021 (the
"Vasedevan Complaint"); Goldstein v. The ExOne Company, et al., Case No.
21-cv-05358, filed in the United States District Court for the Eastern District
of New York on September 27, 2021 and subsequently voluntarily dismissed on
October 14, 2021 (the "Goldstein Complaint"); Abramova v. The ExOne Company, et.
al, Case No. 1:21-cv-08091, filed in the United States District Court for the
Southern District of New York on September 29, 2021 (the "Abramova
Complaint"); Campanella v. The ExOne Company, et. al, Case No. 2:21-cv-01302,
filed in the United States District Court for the Western District of
Pennsylvania on September 29, 2021 (the "Campanella Complaint"); McDevitt v. The
ExOne Company, et. al, Case No. 1:21-cv-08249, filed in the United States
District Court for the Southern District of New York on October 6, 2021 (the
"McDevitt Complaint"). Following the filing of the Proxy Statement/Prospectus,
five additional purported ExOne stockholders filed lawsuits against the various
parties: Fruster v. The ExOne Company, et. al, Case No. 1:21-cv-05753, filed in
the United States District Court for the Eastern District of New York on
October 14, 2021 (the "Fruster Complaint"); Jones v. The ExOne Company, et. al.,
Case No. 1:21-cv-01474, filed in the United States District Court for the
District of Delaware on October 20, 2021 (the "Jones Complaint"); Justice v. The
ExOne Company, et. al. Case No. 2:21-cv-04607, filed in the United States
District Court for the Eastern District of Pennsylvania on October 20, 2021 (the
"Justice Complaint"); Coffman v. The ExOne Company, et. al., Case No.
1:21-CV-08648, filed in the United States District Court for the Southern
District of New York on October 21, 2021 (the "Coffman Complaint"); Vasudevan v.
The ExOne Company, et. al., Case No. 1:21-cv-08679, filed in the United States
District Court for the Southern District of New York on October 22, 2021 (the
"Vasudevan Complaint").

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Each of the complaints name as defendants ExOne and the members of its board of
directors. The Kong and Abramova Complaints also name Desktop Metal, Merger Sub
I and Merger Sub II as defendants. The complaints generally allege that the
Proxy Statement/Prospectus was materially incomplete and misleading in violation
of Sections 14(a) and 20(a) of the Exchange Act and SEC Rule 14a-9 promulgated
thereunder. Each of the complaints seek, among other things, (i) injunctive
relief preventing the consummation of the proposed transaction, (ii) damages and
(iii) plaintiffs' attorneys' and experts' fees and expenses.

ExOne and Desktop Metal believe that the allegations in the complaints are
without merit and specifically deny that any further supplemental disclosure is
required under applicable law; however, to avoid the burden and expense of
further litigation and to avoid the risk that the complaints may delay or
otherwise adversely affect the consummation of the Mergers, ExOne wishes to
voluntarily make the supplemental disclosures related to the proposed Mergers as
set forth below.

Supplements to the Joint Proxy Statement/Prospectus



The following materials supplement the statements contained in the Proxy
Statement/Prospectus and should be read in conjunction with the Proxy
Statement/Prospectus and the documents incorporated therein in their entirety.
To the extent the information set forth herein differs from or updates
information contained in the Proxy Statement/Prospectus, the information set
forth herein shall supersede or supplement the information in the Proxy
Statement/Prospectus. Nothing in this Current Report shall be deemed an
admission of the legal necessity or materiality of the disclosures set forth
herein, either separately or taken together. All page references are to pages in
the Proxy Statement/Prospectus, and terms used below, unless otherwise defined,
have the meanings set forth in the Proxy Statement/Prospectus.

The section of the Proxy Statement/Prospectus titled "The Mergers-Background of the Mergers" is hereby amended and supplemented by inserting the following paragraph at the end of the sixth full paragraph on page 79 as follows:

On August 27, 2020, the ExOne Board discussed the Desktop Metal announcement at a regularly scheduled board meeting.



The section of the Proxy Statement/Prospectus titled "The Mergers-Background of
the Mergers" is hereby amended and supplemented by inserting the following at
the end of the fourth full paragraph on page 81 as follows:

Stifel disclosed that in 2020 it had represented a current affiliate of Desktop
Metal on a prior matter, and confirmed that this representation did not create a
conflict of interest. The fees payable to Stifel in that prior matter did not
exceed $750,000 and were earned by Stifel in connection with its services
rendered to Trine Acquisition Corp. in its business combination with Desktop
Metal.

The section of the Proxy Statement/Prospectus titled "The Mergers-Background of
the Mergers" is hereby amended and supplemented by amending and restating item
(ii) of the first partial paragraph on page 82 as follows:

(ii) authorized the Chief Executive Officer, the Chief Financial Officer and the
General Counsel of ExOne (the "authorized officers") to conduct negotiations
with representatives of Desktop Metal regarding a potential transaction, and

The section of the Proxy Statement/Prospectus titled "The Mergers-Background of the Mergers" is hereby amended and supplemented by inserting the following immediately after item (iii) of the first partial paragraph on page 82 as follows:

Mr. Strome was designated as the chair of the ExOne transaction committee. The
ExOne authorized officers were further authorized to (x) initiate and
participate in discussions with, or otherwise assist or facilitate proposals
from, potential parties to a potential business combination and (y) establish
and revise procedures for the submission of proposals or indications of interest
from other interested parties, in each case subject to oversight, input and
approval of the ExOne transaction committee and the full ExOne Board.

--------------------------------------------------------------------------------
The section of the Proxy Statement/Prospectus titled "The Mergers-Background of
the Mergers" is hereby amended and supplemented by amending and restating the
fourth full paragraph on page 82 as follows:

On May 25, 2021, as recommended by the ExOne transaction committee, Mr. Hartner
called Mr. Fulop to inform him that Desktop Metal would need to contribute more
cash to make a deal viable but that ExOne was willing to engage in mutual
financial due diligence based on the May 21, 2021 proposal.

The section of the Proxy Statement/Prospectus titled "The Mergers-Background of
the Mergers" is hereby amended and supplemented by amending and restating the
seventh full paragraph on page 82 as follows:

On June 4, 2021, Company X entered into a non-disclosure agreement with ExOne.
The non-disclosure agreement did not contain a standstill provision or any other
restriction that would preclude Company X from making a competing proposal for
ExOne, should it desire to do so. Later that day, and again on June 7, 2021,
Mr. Hartner and the CEO of Company X had conversations with a representative of
Company X regarding a potential acquisition of ExOne. They agreed to engage in
preliminary due diligence to explore the possible synergies of the transaction
and no material terms of a possible transaction were discussed.

The section of the Proxy Statement/Prospectus titled "The Mergers-Background of the Mergers" is hereby amended and supplemented by inserting the following immediately after the third full paragraph on page 86 as follows:



They reported that the parties reached an agreement in principle on the revised
price included in the ExOne counterproposal subject to the resolution of other
material terms. Agreement of the price was informed by the substantial decline
in the market price of ExOne common stock and Desktop Metal common stock that
had occurred since the June 18, 2021 proposal date. Once agreed upon on
August 6, 2021, the price per share did not change and is reflected in the
definitive Merger Agreement.

The material discussion of retention bonuses between representatives of ExOne
and Desktop Metal occurred after the price was agreed upon on August 6, 2021,
and such discussion focused primarily on whether the retention period would be
designed to incentivize employees to retain their employment through the closing
of the transaction and/or for a period continuing through a post-closing period.
After extensive discussion and debate on August 9 and 10, 2021, ExOne's
compensation committee determined the bonuses were consistent with market levels
and approved the bonuses and reaffirmed that the restricted stock award grants
made to the ExOne executives accelerate and vest in accordance with the terms of
their change of control agreements rather than accelerate and vest in full upon
the closing of the Mergers like all other equityholders.

Also



The section of the Proxy Statement/Prospectus titled "The Mergers-Background of
the Mergers" is hereby amended and supplemented by amending and restating the
first sentence of the first full paragraph on page 87 as follows:

On August 11, 2021, at a special meeting of the ExOne Board at which all members
of the ExOne Board, members of ExOne's senior management team and
representatives of each of Stifel and McGuireWoods were present, representatives
of Stifel reviewed Stifel's financial analyses of ExOne and Desktop Metal and
Desktop Metal's $25.50 per share proposal.

--------------------------------------------------------------------------------
The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of
ExOne's Financial Advisor-ExOne Financial Analyses-Selected Comparable Company
Analysis" is hereby amended and supplemented by replacing the tabular disclosure
in the first table of page 96, in its entirety, as follows:



                                         Multiple:
                                       CY 2021E         CY 2022E
                           EV         EV/Revenue       EV/Revenue
Kornit Digital Ltd.      $ 5,731            18.4x            15.4x
3D Systems Corporation   $ 4,184             6.9x             6.9x
Proto Labs, Inc.         $ 2,193             4.5x             4.1x
Materialise NV           $ 1,221             5.1x             4.6x
Stratasys GmbH           $ 1,076             1.8x             1.6x
SLM Solutions Group AG   $   558             6.1x             4.2x
voxeljet AG              $    61             1.9x             1.4x

The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of ExOne's Financial Advisor-ExOne Financial Analyses-Selected Precedent Transactions Analysis" is hereby amended and supplemented by replacing the tabular disclosure in the first table of page 97, in its entirety, as follows:





                                                                                 EV/LTM                   EV/NTM
Date
Announced           Acquirer                   Target            EV       Revenue      EBITDA       Revenue      EBITDA
1/19/21     Proto Labs, Inc.           3D Hubs, Inc.            $ 294        11.8x          NA            NA          NA
1/15/21     Desktop Metal, Inc.        EnvisionTEC, Inc.        $ 304         7.1x       25.1x          5.5x          NA
10/27/16    General Electric Company   Concept Laser GmbH       $ 764         7.6x          NA            NA          NA
9/6/16      General Electric Company   SLM Solutions Group(1)   $ 741         8.1x          NM          5.2x       22.0x
9/6/16      GE Aviation System LLC     Arcam AB                 $ 633         8.6x          NM          6.7x       43.1x
4/16/12     Stratasys Inc.             Objet Ltd.               $ 577         4.3x       24.4x          3.4x       17.1x

(1) Transaction was abandoned after failing to meet minimum acceptance threshold

for the voluntary tender. Acquirer refused to extend or change its offer for

the Target after an activist established a 20% position in target and stated

that "the company had alternatives." Concept Laser GMBH was acquired on

similar terms shortly thereafter.

The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of ExOne's Financial Advisor-ExOne Financial Analyses-Discounted Cash Flow Analysis" is hereby amended and supplemented by amending and restating the second full paragraph on page 98 as follows:



Stifel calculated projected unlevered free cash flow for the second half of
calendar year 2021 through calendar year 2025 of approximately negative
$2.7 million, negative $10.2 million, negative $6.9 million, negative
$2.7 million and $5.5 million, respectively, as reviewed and approved by ExOne
management for Stifel's use, and using the mid-point convention, discounted
these cash flows and the terminal value, at four and a half years to present
values using discount rates of 11.5% - 13.5%, based on ExOne's weighted average
cost of capital ("WACC") using the Capital Asset Pricing Model ("CAPM"). The
implied estimated present value of the terminal value ranged from approximately
$305.5 million to approximately

--------------------------------------------------------------------------------
$509.1 million, based upon the midpoint of the discount range of 12.5%. The
assumptions for the CAPM were based on a comparable company capital structure
adjusted for a small-cap size premium of 2.2%, based upon Duff & Phelps 2020
Valuation Handbook - Guide to Cost of Capital, 9th decile.

The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of
ExOne's Financial Advisor-Desktop Metal Financial Analyses-Selected Comparable
Company Analysis" is hereby amended and supplemented by replacing the tabular
disclosure in the first table of page 100, in its entirety, as follows:



                                                          Multiple:
                                                  CY 2021E         CY 2022E
                                      EV         EV/Revenue       EV/Revenue
Kornit Digital Ltd.                 $ 5,731            18.4x            15.4x
3D Systems Corporation              $ 4,316             6.9x             6.9x
Proto Labs, Inc.                    $ 2,193             4.5x             4.1x
Markforged Holding Corporation(1)   $ 1,765            20.5x            14.7x
Materialise NV                      $ 1,221             5.1x             4.6x
Stratasys GmbH                      $ 1,076             1.8x             1.6x
SLM Solutions Group AG              $   558             6.1x             4.2x
voxeljet AG                         $    61             1.9x             1.4x

(1) Like Desktop Metal, Markforged is an additive manufacturing company that was

acquired by a Special Purpose Acquisition Company and provided five years of

projected financial information in connection with the acquisition

transaction.




The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of
ExOne's Financial Advisor-Desktop Metal Financial Analyses-Discounted Cash Flow
Analysis" is hereby amended and supplemented by amending and restating the first
full paragraph on page 101 as follows:

Stifel calculated projected unlevered free cash flow for the second half of
calendar year 2021 through calendar year 2025 of approximately negative
$72.4 million, negative $98.3 million, negative $45 million, $50.6 million and
$200.2 million, respectively, based upon the Desktop Metal Projections and
approximately negative $42.8 million, negative $78 million, negative
$36.6 million, $32.5 million and $123.9 million based upon the Street estimates,
as approved by ExOne management for Stifel's use, and using the mid-point
convention discounted these cash flows and the terminal value, at four and a
half years, to present values using discount rates of 11.5% - 17.5%, based on
the weighted average cost of capital of the comparable companies and Desktop
Metal's WACC using the CAPM. The implied estimated present value of the terminal
value ranged from approximately $1,957.1 million to approximately
$2,935.6 million, based upon Desktop Metal Projections and the midpoint of the
discount range of 14.5%. The assumptions for the CAPM were based on a comparable
company capital structure adjusted for a small-cap size premium. Stifel
determined this range was appropriate based on its professional judgement and
experience and the significant difference between management and street
estimates.

--------------------------------------------------------------------------------

The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of ExOne's Financial Advisor-Relative Valuation Financial Analyses-Pro Forma Combined Company Discounted Cash Flow Analysis" is hereby amended and supplemented by amending and restating the final paragraph on page 101 as follows:



Stifel performed an illustrative discounted cash flow analysis to determine
indicators of illustrative implied equity values for the pro forma combined
company using pro forma combined company financial forecasts that were based on
the standalone company financial forecasts provided by the managements of ExOne
and Desktop Metal and approved for Stifel's use by ExOne Management, and
reflected estimates of public company cost synergies of approximately $6 million
in annual savings (which were estimated to cost approximately $2.5 million in
2022 to achieve) provided by ExOne's Management. Stifel calculated a range of
indications of the present value of unlevered free cash flows for the pro forma
combined company based upon the ExOne Projections and Desktop Metal Projections
for projected second half of calendar year 2021 through calendar year 2025 of
approximately negative $75.2 million, negative $105.1 million, negative
$45.9 million, $54.0 million and $211.7 million, respectively, using discount
rates ranging from 11.5% to 17.5%.

The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of ExOne's Financial Advisor-Relative Valuation Financial Analyses-Pro Forma Combined Company Discounted Cash Flow Analysis" is hereby amended and supplemented by amending and restating the second and third paragraphs on page 102 as follows:



Stifel then calculated a range of illustrative terminal values at the end of
2025 by using the "terminal multiple" method. Using the terminal multiple
method, Stifel applied multiples ranging from 4.0x to 6.0x to ExOne and Desktop
Metal managements' estimates and ExOne managements' estimates and Desktop Metal
Street estimates of the projected calendar year 2025 pro forma combined company
revenue. The range of multiples was selected by Stifel utilizing trading
multiples of ExOne and Desktop Metal's public comparable companies and the
companies' historical trading performance relative to peers while taking into
account the relative contributions of ExOne and Desktop Metal to the pro forma
company. These illustrative terminal values, which ranged from approximately
$2,333.3 million to approximately $3,500.0 million, were then discounted to
June 30, 2021 to calculate ranges of implied indications of present values using
the same ranges of discount rates, 11.5% to 17.5%, as described above.

Stifel then added the ranges of the implied present values of the pro forma
combined company's unlevered free cash flows for the projected years to the
ranges of implied present values of the pro forma combined company's terminal
values to derive a range of illustrative implied present enterprise values of
the pro forma combined company. Stifel then subtracted pro forma combined net
debt based on net debt as of June 30, 2021 for Desktop Metal of approximately
$514.2 million and ExOne of approximately $129.5 million, and subtracted
approximately $210.1 million of cash, to derive a range of illustrative implied
present equity values. Stifel then divided this range by the pro forma fully
diluted share count of the combined company of approximately 319.3 million
shares based upon the merger consideration of $25.50 per share to derive a range
of illustrative implied present equity values per share. Stifel then applied the
implied exchange ratio of 1.7951:1, based on the share prices of ExOne and
Desktop Metal as of August 10, 2021, to the range plus $8.50 per share in cash
to derive the implied ExOne equity value per share from the pro forma discounted
cash flow analysis. The following table reflects the ranges of implied equity
values per share resulting from these analyses.

The section of the Proxy Statement/Prospectus titled "The Mergers-Opinion of
ExOne's Financial Advisor-Miscellaneous" is hereby amended and supplemented by
amending and restating the penultimate paragraph on page 102 as follows:

ExOne paid Stifel a fee, which is referred to in this proxy statement/prospectus
as the opinion fee, of $1,000,000 for providing the Stifel opinion to the ExOne
Board, which is not contingent upon the consummation of the Mergers. Stifel will
receive an additional fee of approximately $6,762,500 contingent upon the
successful consummation of the Mergers, assuming an implied merger consideration
of $25.50 in value for each share of ExOne common stock exchanged. In addition,
ExOne has agreed to reimburse Stifel for certain expenses in connection with its
engagement, subject to certain limitations, and to indemnify Stifel for certain
liabilities arising out of its engagement. In February 2021, Stifel served as
Joint Bookrunner to ExOne in its follow-on equity offering and earned a fee of
$2,276,015. Stifel was previously retained by ExOne for two potential strategic
acquisitions that ExOne explored, neither of which was consummated. In the past
two years, other than in respect of the Mergers, Stifel has received
compensation for investment banking and financial services from ExOne of
$2,276,015. In November and December 2020, Stifel served as Capital Markets
Advisor to Trine Acquisition Corp. in its business combination with Desktop
Metal and earned a fee of $750,000.

--------------------------------------------------------------------------------

Additional Information and Where to Find It



This communication relates to a proposed transaction between DM and the Company.
In connection with the proposed transaction, DM has filed a registration
statement on Form S-4 with the SEC, which included a document that serves as a
preliminary proxy statement with respect to ExOne and a prospectus with respect
to DM's Class A common stock to be issued in the proposed transaction. ExOne
subsequently filed a definitive proxy statement with the SEC on October 8, 2021.
On or about October 12, 2021, ExOne sent the definitive proxy statement to all
of ExOne's stockholders as of the record date in connection with the meeting to
be held to request stockholder approval of the proposed transaction. Each party
also will file other documents regarding the proposed transaction with the SEC.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY
ARE URGED TO READ THE REGISTRATION STATEMENT, DEFINITIVE PROXY STATEMENT AND ALL
OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and the Company's stockholders may obtain free copies of the proxy
statement/prospectus and other documents that are filed or will be filed with
the SEC by DM or the Company through the website maintained by the SEC at
www.sec.gov. The documents filed by DM with the SEC also may be obtained free of
charge at DM's website at ir.desktopmetal.com. The documents filed by the
Company with the SEC also may be obtained free of charge at the Company's
website at investor.exone.com.

Participants in the Solicitation



DM and the Company and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the Company's
stockholders in connection with the proposed transaction. Information about the
Company's directors and executive officers is set forth in the Company's proxy
statement for its Annual Meeting of Stockholders on Schedule 14A filed with the
SEC on April 1, 2021, and information about their ownership of the Company's
common stock is set forth in the proxy statement/prospectus. Information about
DM's directors and executive officers is set forth in DM's proxy statement for
its Annual Meeting of Stockholders on Schedule 14A filed with the SEC on
June 17, 2021 and as set forth in the proxy statement/prospectus. To the extent
that holdings of DM's or the Company's securities have changed since the amounts
printed in DM's or the Company's proxy statement, such changes have been or will
be reflected on Statements of Changes in Beneficial Ownership on Form 4 filed
with the SEC. Additional information regarding the interests of those persons
and other persons who may be deemed participants in the proposed transaction may
be obtained by reading the proxy statement/prospectus regarding the proposed
transaction. You may obtain free copies of these documents as described in the
preceding paragraph.

No Offer or Solicitation

This communication is not intended to and shall not constitute an offer to sell
or the solicitation of an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote of approval, 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 offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities
Act.

Safe Harbor Regarding Forward Looking Statements

This communication relates to a proposed business combination transaction . . .

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