Item 7.01. Regulation FD Disclosure.
As previously announced, on
The Company expects the Merger to close on
The information included in this Item 7.01 is being furnished to the
Cautionary Note Regarding Forward-Looking Statements
This Report contains forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from the results expressed or implied by such forward-looking statements. The Company has made these statements in reliance on the safe harbor created by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act, and Section 21E of the Exchange Act). In some cases, forward-looking statements can be identified by words such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "projects," "proposed," "should," "will," "would" or the negative or similar expressions. All of the Company's forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that the Company is expecting, including:
•the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; •the length and severity of the novel coronavirus pandemic (the "COVID-19 pandemic") and its impact on the global economy, the Company's business, operations and financial results; •federal, state and local government initiatives to mitigate the impact of the COVID-19 pandemic, including additional restrictions on business activities, "shelter-in-place" orders, guidelines and other restrictions; •the outcome of any legal proceedings that may be instituted following announcement of the Merger Agreement; •conditions affecting the industry generally; •local and global political and economic conditions; •conditions in the securities market that are less favorable than expected; and •other risks described in the Company's filings with theSEC , including the Company's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 , Quarterly Reports on Form 10-Q and Definitive Information Statement.
The forward-looking statements contained in this Report are based on historical
performance and management's current plans, estimates and expectations in light
of information currently available to the Company and are subject to uncertainty
and changes in circumstances. There can be no assurance that future developments
affecting the Company will be those that we have anticipated. Actual results may
differ materially from these expectations due to changes in global, regional or
local political, economic, business, competitive, market, regulatory, public
health and other factors, many of which are beyond the Company's control, as
well as the other factors described in the Company's filings with the
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Additional Information and Where to Find It
In connection with the proposed Merger, the Company filed certain materials with
the
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