Item 7.01 Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference is an updated investor presentation that the Company has prepared and posted to its website in connection with the proposed business combination transactions (the "Transactions").
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
Additional Information About the Transaction and Where to Find It
Participants in the Solicitation
The Company, Janus and certain of their directors and executive officers may be
deemed participants in the solicitation of proxies from the Company's
shareholders with respect to the Transactions. A list of the names of those
directors and executive officers and a description of their interests in the
Company is contained in the Company's annual report on Form 10-K for the fiscal
year ended
In connection with the Transactions, at any time prior to the special meeting to approve the Transactions, certain existing Company stockholders, which may include certain of the Company's officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Company's securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Transactions. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company or its respective securities.
2
--------------------------------------------------------------------------------
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of Section 27A of the Securities
Act, and Section 21E of the Exchange Act. All statements other than statements
of historical fact included in this Current Report on Form 8-K are
forward-looking statements. When used in this Current Report on Form 8-K, words
such as "may," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," or the negative of such terms or other
similar expressions, as they relate to the management team, identify
forward-looking statements. Such forward-looking statements are based on the
current beliefs of the respective management of Janus and the Company, based on
currently available information, as to the outcome and timing of future events,
and involve factors, risks, and uncertainties that may cause actual results in
future periods to differ materially from such statements. Actual results could
differ materially from those contemplated by the forward-looking statements as a
result of certain factors detailed in the Company's filings with the
In addition to factors previously disclosed in the Company's reports filed with
the
This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning Janus and the Company, the proposed transaction or other matters and attributable to Janus and the Company or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. the Company and Janus undertake no obligation to update these statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.
Disclaimer
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 99.1 Investor Presentation, datedJanuary 2021 . 3
--------------------------------------------------------------------------------
© Edgar Online, source