Item 8.01 Other Events.
As previously announced, on
The Merger is subject to the satisfaction or waiver of certain closing
conditions including, among other things, the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Waiting Period"). The HSR Waiting Period expired
on
Cautionary Statement Regarding Forward-Looking Statements
This announcement contains "forward-looking statements," within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the context of the statement and
generally arise when REG or its management is discussing its beliefs, estimates
or expectations. Such statements generally include the words "believes,"
"plans," "intends," "targets," "will," "expects," "estimates," "suggests,"
"anticipates," "outlook," "continues," or similar expressions. These statements
are not historical facts or guarantees of future performance but instead
represent only the beliefs of REG and its management at the time the statements
were made regarding future events which are subject to certain risks,
uncertainties and other factors, many of which are outside REG's control. Actual
results and outcomes may differ materially from what is contained in such
forward-looking statements as a result of various factors, including, without
limitation: (1) the inability to consummate the transaction within the
anticipated time period, or at all, due to any reason, including the failure to
obtain stockholder approval to adopt the Merger Agreement, the failure to obtain
required regulatory approvals or the failure to satisfy the other conditions to
the consummation of the Merger; (2) the risk that the Merger Agreement may be
terminated in circumstances requiring REG to pay a termination fee; (3) the risk
that the Merger disrupts REG's current plans and operations or diverts
management's attention from its ongoing business; (4) the effect of the
announcement of the Merger on the ability of REG to retain and hire key
personnel and maintain relationships with its customers, suppliers and others
with whom it does business; (5) the effect of the announcement of the Merger on
REG's operating results and business generally; (6) the amount of costs, fees
and expenses related to the Merger; (7) the risk that REG's stock price may
decline significantly if the Merger is not consummated; (8) the nature, cost and
outcome of any litigation and other legal proceedings, including any such
proceedings related to the Merger and instituted against REG and others;
(9) other factors that could affect REG's business such as, without limitation,
the availability, future price, and volatility of feedstocks, petroleum and
products derived from petroleum; changes in governmental programs and policies
requiring or encouraging the use of biofuels; availability of federal and state
governmental tax incentives and incentives for bio-based diesel production;
changes in the spread between bio-based diesel prices and feedstock costs; the
potential impact of COVID-19 on our business and operations; any disruption of
operations at our
If the proposed transaction is consummated, REG's stockholders will cease to
have any equity interest in REG and will have no right to participate in its
earnings and future growth. Certain of these and other factors are identified
and described in more detail in REG's Annual Report on Form 10-K for the year
ended
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Additional Information about the Acquisition and Where to Find It
This communication does not constitute a solicitation of any vote or approval in
respect of the proposed transaction involving REG, Chevron Corporation and
Participants in the Merger Solicitation
REG and certain of its directors, executive officers and other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the Merger. Information regarding the
persons who may, under the rules of the
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