Item 8.01 Other Events.
On
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which will be filed by the Company as Exhibit 2.1 to a Current Report on Form 8-K.
A copy of the press release announcing the Transaction is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference for purposes of this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 99.1 Press Release, datedOctober 17, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
Cautionary Statement Regarding Forward-Looking Statements
This press release includes "forward-looking statements." All statements included in this press release other than statements of historical fact, including, but not limited to, forecasts or expectations regarding the Transaction are forward-looking statements. Forward-looking statements are based on current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. Such statements are inherently subject to numerous business, economic, competitive, regulatory and other risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. No assurance can be given that such expectations will be correct or achieved or that the assumptions are accurate or that any transaction will ultimately be consummated. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such statement is made. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, the Company's actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Except as otherwise required by applicable law, the Company undertakes no obligation to publicly correct or update any forward-looking statement whether as a result of new information, future events or circumstances after the date of this report, or otherwise.
2
--------------------------------------------------------------------------------
Additional Information and Where to Find It
The tender offer referenced in this communication has not been commenced. This
communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell securities, nor is it a
substitute for the transaction disclosure materials that will be filed with the
3
--------------------------------------------------------------------------------
© Edgar Online, source