Item 8.01. Other Events.
On
Additional Information and Where To Find It
This communication may be deemed to be solicitation material in respect of the
proposed acquisition of Registrant by Parent pursuant to the Merger Agreement.
In connection with the proposed acquisition, Registrant filed a definitive proxy
statement on Schedule 14A with the
Participants in Solicitation
Registrant and its directors, executive officers and certain of its employees
may be deemed to be participants in the solicitation of proxies from
Registrant's stockholders in respect of the proposed acquisition. Information
about the directors and executive officers of Registrant is set forth in its
proxy statement for its 2020 annual meeting of stockholders, which was filed
with the
Forward-Looking Statements:
Certain statements in this communication including, without limitation, statements relating to the proposed acquisition and conditions to closing of the proposed acquisition, may constitute "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, each as amended. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed acquisition (and the anticipated benefits thereof) and about the future plans, assumptions and expectations for Registrant's business and its results. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as "anticipates," "believes," "expects," "intends," "plans," "projects," "may," "will," or other similar expressions may identify such forward-looking statements.
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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 discussed in forward-looking statements,
including, as a result of factors, risks and uncertainties over which Registrant
has no control. 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, risks and
uncertainties that could cause actual results to differ materially from such
plans, estimates or expectations include, but are not limited to, the following:
(i) conditions to the completion of the proposed acquisition, including
stockholder approval of the merger proposal, may not be satisfied or the
regulatory approvals or waivers required for the proposed acquisition may not be
obtained or maintained, in each case, on the terms expected or on the
anticipated schedule; (ii) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement
between the parties to the merger or affect the ability of the parties to
recognize the benefits of the proposed acquisition; (iii) the effect of the
announcement or pendency of the proposed acquisition on Registrant's business
relationships, operating results, and business generally; (iv) risks that the
proposed acquisition disrupts Registrant's current plans and operations and
potential difficulties in Registrant's employee retention; (v) risks that the
proposed acquisition may divert management's attention from Registrant's ongoing
business operations; (vi) potential litigation that may be instituted against
Registrant or its directors or officers related to the proposed acquisition or
the Merger Agreement between the parties to the merger and any adverse outcome
of any such potential litigation; (vii) the amount and timing of the costs,
fees, expenses and other charges related to the proposed acquisition, including
in the event of any unexpected delays; (viii) other risks to consummation of the
proposed acquisition, including the risk that the proposed acquisition will not
be consummated within the expected time period, or at all, which may affect
Registrant's business and the price of the common stock of Registrant; (ix) any
adverse effects on Registrant by other general industry, economic, business
and/or competitive factors; (x) the COVID-19 pandemic, including the duration
and scope thereof, the availability of a vaccine or cure that mitigates the
effect of the virus, the potential for additional waves of outbreaks and changes
in financial, business, travel and tourism, consumer discretionary spending and
other general consumer behaviors, political, public health and other conditions,
circumstances, requirements and practices resulting therefrom; (xi) protest
activity in the
Forward-looking statements reflect the views and assumptions of management as of the date of this communication with respect to future events. Registrant does not undertake, and hereby disclaims, any obligation, unless required to do so by applicable securities laws, to update any forward-looking statements as a result of new information, future events or other factors. The inclusion of any statement in this communication does not constitute an admission by Registrant or any other person that the events or circumstances described in such statement are material.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description of Exhibit 99.1 News Release datedNovember 27, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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