Item 8.01. Other Events.
On
A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This communication includes certain disclosures which contain "forward-looking statements" within the meaning of the federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. You can identify forward-looking statements because they contain words such as "expect," "believe," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "forecast," "outlook" and variations of these terms or the negative of these terms and similar expressions. Forward-looking statements, including statements regarding the Merger, are based on the Company's current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance.
Important factors, risks and uncertainties that could cause actual results to
differ materially from such plans, estimates or expectations include but are not
limited to: (i) the completion of the Merger on the anticipated terms and
timing, including obtaining required stockholder and regulatory approvals, and
the satisfaction of other conditions to the completion of the Merger; (ii)
potential litigation relating to the Merger that could be instituted against the
Company or its directors, managers or officers, including the effects of any
outcomes related thereto; (iii) the risk that disruptions from the Merger
(including the ability of certain customers to terminate or amend contracts upon
a change of control) will harm the Company's business, including current plans
and operations, including during the pendency of the Merger; (iv) the ability of
the Company to retain and hire key personnel; (v) potential adverse reactions or
changes to business relationships resulting from the announcement or completion
of the Merger; (vi) legislative, regulatory and economic developments; (vii)
potential business uncertainty, including changes to existing business
relationships, during the pendency of the Merger that could affect the Company's
financial performance; (viii) certain restrictions during the pendency of the
Merger that may impact the Company's ability to pursue certain business
opportunities or strategic transactions; (ix) unpredictability and severity of
catastrophic events, including but not limited to acts of terrorism, outbreaks
of war or hostilities or the COVID-19 pandemic, as well as management's response
to any of the aforementioned factors; (x) the possibility that the Merger may be
more expensive to complete than anticipated, including as a result of unexpected
factors or events; (xi) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger, including in
circumstances requiring the Company to pay a termination fee; (xii) those risks
and uncertainties set forth under the headings "Special Note Regarding Forward
Looking Statements" and "Risk Factors" in the Company's most recent Annual
Report on Form 10-K, as such risk factors may be amended, supplemented or
superseded from time to time by other reports filed by the Company with the
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These risks, as well as other risks associated with the Merger, will be more
fully discussed in the proxy statement that will be filed with the
Important Additional Information and Where to Find It
This communication is being made in connection with the Merger. In connection
with the Merger, the Company plans to file a proxy statement and certain other
documents regarding the Merger with the
Participants in the Solicitation
The Company and certain of its directors, executive officers and other employees
may be deemed to be participants in the solicitation of proxies from
stockholders of the Company in connection with the Merger. Additional
information regarding the identity of the participants, and their respective
direct and indirect interests in the Merger, by security holdings or otherwise,
will be set forth in the proxy statement and other relevant materials to be
filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release, datedFebruary 8, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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