HANGER, INC. Item 8.01 Other Events.
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Additional Information and Where to Find It
This report relates to the proposed merger (the "Merger") of Hanger and Merger
Sub pursuant to the terms of the Merger Agreement. Parent and Merger Sub are
indirect subsidiaries of funds managed and advised by
Participants in the Solicitation
Hanger, its directors and certain of its executive officers 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
2 Forward-Looking Statements
This report contains statements that are forward-looking statements within the
meaning of the federal securities laws. Forward-looking statements include
information concerning the proposed Merger and the ability to consummate the
proposed Merger, our liquidity and our possible or assumed future results of
operations, including descriptions of our business strategies. These statements
often include words such as "believe," "expect," "project," "potential,"
"anticipate," "intend," "plan," "estimate," "seek," "will," "may," "would,"
"should," "could," "forecasts" or similar words. These statements are based on
certain assumptions that we have made in light of our experience in the industry
as well as our perceptions of historical trends, current conditions, expected
future developments and other factors we believe are appropriate in these
circumstances. We believe these assumptions are reasonable, but you should
understand that these statements are not guarantees of performance or results,
and our actual results could differ materially from those expressed in the
forward-looking statements due to a variety of important factors, both positive
and negative, that may be revised or supplemented in subsequent releases or
reports. These statements involve risks, estimates, assumptions, and
uncertainties that could cause actual results to differ materially from those
expressed in these statements and elsewhere in this report. These uncertainties
include, but are not limited to, the inability to consummate the Merger within
the anticipated time period, or at all, due to any reason, including the failure
to obtain required regulatory approvals, satisfy the other conditions to the
consummation of the Merger or complete necessary financing arrangements; the
risk that the Merger disrupts our current plans and operations or diverts
management's attention from its ongoing business; the effects of the Merger on
our business, operating results, and ability to retain and hire key personnel
and maintain relationships with customers, suppliers and others with whom we do
business; the risk that our stock price may decline significantly if the Merger
is not consummated; the nature, cost and outcome of any legal proceedings
related to the Merger; the financial and business impacts of COVID-19 on our
operations and the operations of our customers, suppliers, governmental and
private payers and others in the healthcare industry and beyond; labor shortages
and increased turnover in our employee base; contractual, inflationary and other
general cost increases, including with regard to costs of labor, raw materials
and freight; federal laws governing the health care industry; governmental
policies affecting O&P operations, including with respect to reimbursement;
failure to successfully implement a new enterprise resource planning system or
other disruptions to information technology systems; the inability to
successfully execute our acquisition strategy, including integration of recently
acquired O&P clinics into our existing business; changes in the demand for our
O&P products and services, including additional competition in the O&P services
market; disruptions to our supply chain; our ability to enter into and derive
benefits from managed-care contracts; our ability to successfully attract and
retain qualified O&P clinicians; and other risks and uncertainties generally
affecting the health care industry. For additional information and risk factors
that could affect the Company, see its Form 10-K for the year ended
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