Item 8.01. Other Events.
On
Exhibit No. Description of Document 99.1 Press Release datedMarch 24, 2020 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
-------------------------------------------------------------------------------- INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This document may include "forward-looking" statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements relating to the completion of the merger. In this context,
forward-looking statements often address expected future business and financial
performance and financial condition, and often contain words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "see," "will," "would,"
"target," similar expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that are, to
different degrees, uncertain, such as statements about the consummation of the
proposed merger (the "transaction") and the anticipated benefits thereof. These
and other forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could cause actual
results to differ materially from those expressed in any forward-looking
statements, including the failure to consummate the transaction or to make any
filing or take other action required to consummate such transaction in a timely
matter or at all. The inclusion of such statements should not be regarded as a
representation that any plans, estimates or expectations will be achieved. You
should not place undue reliance on such statements. Important factors that could
cause actual results to differ materially from such plans, estimates or
expectations include, among others, that: (1) conditions to the closing of the
transaction, including obtaining required regulatory approvals, may not be
satisfied or waived on a timely basis or otherwise; (2) a governmental entity or
a regulatory body may prohibit, delay or refuse to grant approval for the
consummation of the transaction and may require conditions, limitations or
restrictions in connection with such approvals that can adversely affect the
anticipated benefits of the proposed transaction or cause the parties to abandon
the proposed transaction; (3) the transaction may involve unexpected costs,
liabilities or delays; (4) the business of the Company may suffer as a result of
uncertainty surrounding the transaction or the potential adverse changes to
business relationships resulting from the proposed transaction; (5) the Company
may be adversely affected by other general industry, economic, business, and/or
competitive factors; (6) there may be unforeseen events, changes or other
circumstances, that could give rise to the termination of the transaction or
affect the ability to recognize the benefits of the transaction; (7) risks that
the proposed transaction may disrupt current plans and operations and present
potential difficulties in employee retention as a result of the transaction;
(8) risks related to diverting management's attention from the Company's ongoing
business operations; (9) there may be other risks to consummation of the
transaction, including the risk that the transaction will not be consummated
within the expected time period or at all which may affect the Company's
business and the price of the common stock of the Company; and (10) the risks
described from time to time in the Company's reports filed with the
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