Parent, Merger Sub (as defined in the Original Report) and their directors, executive
officers, other members of management and employees may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed transaction. A list of the names of such directors and
executive officers, information regarding their interests in the proposed merger and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the registration statement, proxy statement/prospectus
and other relevant materials to be filed with the SEC when they become available.
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
CAUTIONS REGARDING FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are often identified by words such as anticipate, believe, foresee, expect, hope, intend, may, outlook, plan, project, potential, could, should,
would and will and the negative of these and other similar words or expressions. Such forward-looking statements are inherently uncertain and involve substantial risks, and stockholders and other potential investors should recognize that actual
results may differ materially from those expressed or implied in such statements. Many of these risks and uncertainties are unknown and/or are unable to be predicted or controlled. Risks and uncertainties related to the proposed transactions
include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure of the parties to satisfy conditions to completion of the proposed merger,
including the failure of the Companys stockholders to approve the proposed merger; and the risks, uncertainties, and other factors detailed from time to time in the Companys Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished with
the SEC. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance. The Company disclaims any obligation to update any forward-looking statement or to announce publicly the
results of any revisions to any of the forward-looking statements to reflect future events or developments, except as required by law.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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