Item 8.01. Other Events
As previously reported,
Important Additional Information and Where to Find It
This report may be deemed solicitation material in respect of the Merger. In
connection with the Merger, the Company filed with the
Participants in the Solicitation
The Company and its directors, executive officers and certain other members of
management and employees may be deemed to be participants in soliciting proxies
from its stockholders in connection with the proposed Merger. Information
regarding the persons who may, under the rules of the
Forward-Looking Statements
Certain statements contained in this filing may be considered forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, statements regarding the Merger and the
ability to consummate the Merger. Forward-looking statements include all
statements that are not historical facts. In some cases, you can identify
forward-looking statements by terms such as "may," "might," "will," "objective,"
"intend," "should," "could," "can," "would," "expect," "believe," "anticipate,"
"project," "target," "design," "estimate," "predict," "potential," "plan" or the
negative of these terms, and similar expressions and comparable terminology
intended to identify forward-looking statements. Forward-looking statements are
based on current beliefs and assumptions that are subject to risks and
uncertainties. Forward-looking statements speak only as of the date they are
made, and the Company undertakes no obligation to update any of them publicly in
light of new information or future events. Actual results could differ
materially from those contained in any forward-looking statement as a result of
various factors, including, without limitation: (i) the Company may be unable to
obtain stockholder approval as required for the Merger; (ii) conditions to the
closing of the Merger may not be satisfied and required regulatory approvals may
be delayed or not be obtained; (iii) the Merger may involve unexpected costs,
liabilities or delays; (iv) the business of the Company may suffer as a result
of uncertainty surrounding the Merger; (v) the outcome of any legal proceedings
related to the Merger; (vi) the Company may be adversely affected by other
economic, business, and/or competitive factors; (vii) the occurrence of any
event, change or other circumstances that could give rise to the termination of
the Merger Agreement; and (viii) other risks to the consummation of the Merger,
including the risk that the Merger will not be consummated within the expected
time period or at all. If the Merger is consummated, the Company stockholders
will cease to have any equity interest in the Company and will have no right to
participate in its earnings and future growth. Additional factors that may
affect the future results of the Company are set forth in its filings with the
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