Item 8.01 - Other Events
On
In connection with the announcement of the Merger Agreement, the Company and Columbia intend to provide supplemental information regarding the proposed transaction in presentations to analysts and investors. A copy of the investor presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 8.01 and Exhibits 99.1 and 99.2 attached hereto is being furnished, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such document or filing.
Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as "estimate," "expect," "will," and
similar references to future periods. Such forward-looking statements include
but are not limited to statements regarding the expected closing and potential
benefits of the business combination transaction involving the Company and
Columbia, including future financial and operating results, the combined
company's plans, objectives, expectations and intentions, and other statements
that are not historical facts regarding either company or the proposed
combination of the companies. These forward-looking statements are subject to
risks and uncertainties, many of which are outside of our control, that may
cause actual results or events to differ materially from those projected,
including but not limited to the following: risks that the merger transaction
will not close when expected or at all because required regulatory, shareholder
or other approvals or conditions to closing are delayed or not received or
satisfied on a timely basis or at all; risks that the benefits from the
transaction may not be fully realized or may take longer to realize than
expected, including as a result of changes in general economic and market
conditions, interest and exchange rates, monetary policy, laws and regulations
and their enforcement, and the degree of competition in the geographic and
business areas in which the Company and Columbia operate; uncertainties
regarding the ability of
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This report is being filed in respect of the proposed merger transaction involving the Company and Columbia. This communication does not constitute an offer to sell or the solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
In connection with the proposed merger transaction, Columbia expects to file
with the
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Participants in the Solicitation
The Company and Columbia and certain of the Company's directors and executive
officers and certain other persons may be deemed to be participants in the
solicitation of proxies from the shareholders of the Company in connection with
the proposed merger transaction. Information about the directors and executive
officers of the Company is set forth in the proxy statement for the Company's
2021 annual meeting of shareholders, as filed with the
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