Item 8.01 Other Events.
As previously disclosed, on
The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the "HSR Act") in connection with the Merger expired at
The consummation of the Merger remains subject to other customary closing
conditions specified in the Merger Agreement, including, among others, the
adoption of the Merger Agreement by the Company's stockholders. As previously
disclosed, the special stockholder meeting to obtain stockholder approval in
connection with the proposed Merger has been scheduled to be held virtually via
live webcast at
Forward-Looking Statements
This report contains forward-looking statements within the meaning of federal
securities laws. Forward-looking statements in this report include, but are not
limited to, statements regarding the consummation of the transaction described
above. These forward-looking statements involve a number of risks and
uncertainties that could cause actual results to differ materially from those
indicated in such forward-looking statements, including but not limited to the
ability of the parties to consummate the proposed Merger and the possibility
that various closing conditions for the proposed Merger may not be satisfied or
waived, and the ability to realize the benefits expected from the proposed
Merger. The forward-looking statements in this report are based on information
available to Prometheus as of the date hereof, and Prometheus disclaims any
obligation to update any forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances on which any
such statement is based, except as required by law. For additional information
regarding forward-looking statements, please refer to discussions under the
captions "Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operation" and elsewhere in our most recent Annual
Report on Form 10-K, as amended, and in our other reports filed with the
The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: (i) the proposed Merger may not be completed in a timely manner or at all, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Prometheus or the expected benefits of the proposed Merger or that the approval of Prometheus' stockholders is not obtained; (ii) the failure to realize the anticipated benefits of the proposed Merger; (iii) the possibility that competing offers or acquisition proposals for Prometheus will be made; (iv) the possibility that any or all of the various conditions to the consummation of the proposed Merger may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed Merger, including in circumstances which would require Prometheus to pay a termination fee or other expenses; and (vi) the effect of the announcement or pendency of the proposed Merger on Prometheus' ability to retain and hire key personnel, or its operating results and business generally.
--------------------------------------------------------------------------------
Additional Information
This report may be deemed solicitation material in respect of the proposed
acquisition of the Company. On
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the proposed Merger. Information
regarding the persons who may, under the rules of the
--------------------------------------------------------------------------------
© Edgar Online, source