Common use of Additional Information and Where to Find It Clause in Contracts

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxx

Appears in 6 contracts

Samples: Zynerba Pharmaceuticals, Inc., Zynerba Pharmaceuticals, Inc., Zynerba Pharmaceuticals, Inc.

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Additional Information and Where to Find It. This communication is not intended to and does 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 in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed acquisitionmerger, Hxxxxxx NTN Buzztime intends to file relevant materials with the SEC, including a registration statement on Form S-4 that will commence contain a tender offer for the outstanding shares proxy statement and a prospectus of ZynerbaNTN Buzztime, which joint proxy statement/prospectus will be mailed or otherwise disseminated to NTN Buzztime stockholders if and when it becomes available. INVESTORS AND SECURITY HOLDERS OF NTN BUZZTIME ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BROOKLYN, NTN BUZZTIME, THE PROPOSED MERGER, AND RELATED MATTERS. The tender offer has not yet commenced. This document is for informational purposes only joint proxy statement/prospectus and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer other relevant materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each available), and any other documents filed by NTN Buzztime with the SEC, may be amended or supplemented from time to time) because they will contain important information that holders obtained free of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free charge at the SEC’s SEC website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section investors and security holders may obtain free copies of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and documents filed with the SEC by NTN Buzztime by directing a written request to: NTN Buzztime, Inc, 6000 Xx Xxxxxx Xxxx, Xxxxx 000-Xxx 000, Xxxxxxxx, Xxxxxxxxxx 00000. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the information agent proposed merger. Participants in the Solicitation NTN Buzztime and its directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the stockholders of NTN Buzztime with respect to the proposed merger and related matters. Information about the directors and executive officers of NTN Buzztime, including their ownership of shares of NTN Buzztime common stock, is included in NTN Buzztime’s Annual Report on Form 10-K for the tender offeryear ended December 31, whose contact 2019 and Amendment No. 1 thereto, which were filed with the SEC on March 19, 2020 and April 27, 2020, respectively. Additional information regarding the persons or entities who may be deemed participants in the solicitation of proxies from NTN Buzztime stockholders, including a description of their interests in the proposed merger by security holdings or otherwise, will be set forth included in the Offer joint proxy statement/ prospectus and other relevant documents to Purchasebe filed with the SEC when they become available. 80 X. Xxxxxxxxx AvenueThe managers and officers of Brooklyn do not currently hold any interests, Suite 300| Devonby security holdings or otherwise, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxin NTN Buzztime.

Appears in 2 contracts

Samples: Definitive Merger Agreement (NTN Buzztime Inc), Definitive Merger Agreement (NTN Buzztime Inc)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer Class A common stock of the Company referenced in this communication has not yet commenced. This document communication is for informational purposes only only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor the Company or any other securities. This communication is it also not a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) Saltchuk will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser Saltchuk will file tender offer materials with the SEC a Tender Offer Statement on Schedule TO, and Zynerba the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with 14D-9. THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND ALL OTHER FILINGS MADE BY THE COMPANY AND SALTCHUK WITH THE SEC in CONNECTION WITH THE TENDER OFFER WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. When filed, the SEC with respect to Company’s stockholders and other investors can obtain the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Tender Offer to PurchaseStatement, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available filed documents for free at the SEC’s website at wxx.xxx.xxx. Copies of the documents filed with the SEC by the Company and Sxxxxxxx will be available free of charge under “SEC Filings” on the Investors page of the Company’s website, wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section Company’s stockholders may obtain free copies of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and tender offer materials by directing a request to contacting the information agent for the tender offer, whose contact information offer that will be set forth named in the Offer to PurchasePurchase included in the Tender Offer Statement. 80 X. Xxxxxxxxx AvenueContacts Sxxxx Xxxxx, Suite 300| DevonOverseas Shipholding Group, PA 19333 | 484Inc. (000) 000-581-7505 | wxx.xxxxxxx.xxx0000 sxxxxx@xxx.xxx

Appears in 2 contracts

Samples: Overseas Shipholding Group Inc, Saltchuk Resources, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer the Company referenced in this press release has not yet commenced. This document press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerbashares, nor is it a substitute for the tender offer materials that Harmony Concentra and Xylophone Acquisition Corp. (“Purchaser”) its subsidiary will file with the SEC upon commencement of the tender offerSEC. At the time the tender offer is commenced, Harmony Concentra and Purchaser its subsidiary will file tender offer materials on Schedule TO, and Zynerba and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF JOUNCE COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (as each may be amended or supplemented from time to timeAS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF JOUNCE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba the Company’s common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on xxx.xxx.xxx or by accessing the Enhanced SEC Filings Investor Relations section of the Investor Relations page of ZxxxxxxCompany’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchasexxxxx://xxx.xxxxxxxx.xxx. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxPublication on website

Appears in 2 contracts

Samples: Jounce Therapeutics, Inc., Jounce Therapeutics, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer described in this communication has not yet commenced. This document is for informational purposes only and communication is neither an offer to purchase nor a solicitation of an offer to sell shares of ZynerbaKite Pharma, nor is it a substitute for the tender Inc. (“Kite”). A solicitation and an offer to buy shares of Kite will be made only pursuant to an offer to purchase and related materials that Harmony and Xylophone Acquisition Corp. Gilead Sciences, Inc. (“PurchaserGilead”) will intends to file with the SEC upon commencement of the tender offerU.S. Securities and Exchange Commission (“SEC”). At the time the tender offer is commenced, Harmony and Purchaser Gilead will file tender offer materials a Tender Offer Statement on Schedule TOTO with the U.S. Securities and Exchange Commission, and Zynerba Kite will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock Kite stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (Statement, as each may be amended or supplemented from time to time) , because they will contain important information that holders of shares of Zynerba common stock which should consider be read carefully before making any decision regarding tendering their sharesis made with respect to the tender offer. The In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made Kite files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Xxxx at the SEC public reference room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-000-XXX-0000 for further information on the public reference room. Kite’s filings with the SEC are also available to all holders of shares of Zynerba at no expense to them. The tender offer materials the public from commercial document-retrieval services and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website maintained by the SEC at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section Investors and security holders may also obtain free copies of the Investor Relations page of Zxxxxxx’s website documents filed with the SEC by Xxxx at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxxxx.xxxxxxxxxx.xxx.

Appears in 2 contracts

Samples: Gilead and Kite Agreement (Kite Pharma, Inc.), Gilead and Kite Agreement (Kite Pharma, Inc.)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for all of the outstanding shares of Zynerba. The tender offer common stock of Xxxxx referenced in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares securities of ZynerbaXxxxx, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) Parent, Purchaser or Xxxxx will file with the SEC upon commencement SEC. The solicitation and offer to buy the common stock of Xxxxx will only be made pursuant to an Offer to Purchase and related tender offer materials that Parent and Purchaser intend to file with the tender offerSEC. At the time the tender offer is commenced, Harmony Parent and Purchaser will file tender offer materials with the SEC a Tender Offer Statement on Schedule TO, and Zynerba thereafter Xxxxx will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials XXXXX’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ CAREFULLY THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesRECOMMENDATION STATEMENT ON SCHEDULE 14D-9 BECAUSE THEY WILL EACH CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF XXXXX SECURITIES AND OTHER INVESTORS SHOULD CONSIDER BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and Transmittal, certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Statement will be made available to all holders stockholders of shares of Zynerba Xxxxx at no expense to them. The tender offer materials them and the Solicitation/Recommendation Statement will also be made available for free at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials Additional copies may be obtained for free by contacting either Parent or Xxxxx. Copies of the documents filed with the SEC by Xxxxx will be available at no free of charge on the Enhanced SEC Filings section of the Investor Relations page of ZxxxxxxXxxxx’s website at wxx.xxxxxxx.xxx and xxx.Xxxxxxxxxxxxxxxx.xxx or by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxcontacting Xxxxx’s Investor Relations Department at XxxxxxxxXxxxxxxxx@Xxxxxxxxxxxxxxxx.xxx or XX@Xxxxxxxxxxxxxxxx.xxx.

Appears in 2 contracts

Samples: Akili, Inc., Akili, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer common stock of Alpine Immune Sciences, Inc. (“Alpine”) referenced in this communication has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of ZynerbaAlpine, nor is it a substitute for the any tender offer materials that Harmony and Xylophone Acquisition Corp. Vertex Pharmaceuticals Incorporated (together with its subsidiaries, PurchaserVertex) ), or Alpine will file with the SEC upon commencement of the tender offerSEC. At the time the tender offer is commenced, Harmony and Purchaser Vertex will file tender offer materials on Schedule TO, and Zynerba will file with the SEC a Solicitation/Recommendation Tender Offer Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including TO which will include an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) documents (together, the “Tender Offer Materials”), and Alpine will file with the SEC a Solicitation/Recommendation Statement when they become available on Schedule 14D-9 (as each may be amended or supplemented from time the “Solicitation/Recommendation Statement”) with respect to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesthe tender offer. ALPINE’S SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Tender Offer to Purchase, the related Letter of Transmittal and certain other tender offer documentsMaterials, as well as the Solicitation/Recommendation Statement, will be made available sent to all holders stockholders of shares of Zynerba Alpine at no expense to them. The tender offer materials Tender Offer Materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials will Additional copies may be available at no obtained free of charge on under the Enhanced SEC Filings “Investors” section of the Investor Relations page of ZxxxxxxVertex’s website at wxx.xxxxxxx.xxx and xxxxx://xxxxxxxxx.xxxx.xxx/financial-information/sec-filings or by contacting Vertex by phone at (000) 000-0000 or by email at XxxxxxxxXxxx@xxxx.xxx, or by directing a request requests for such materials to the information agent for the tender offer, whose contact information which will be set forth named in the Tender Offer Materials. In addition to Purchasethe Tender Offer Materials and the Solicitation/Recommendation Statement, Alpine and Vertex file periodic reports and other information with the SEC. 80 X. Xxxxxxxxx AvenueVertex’s and Alpine’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at xxx.xxx.xxx and their respective investor relations websites at the addresses above. (VRTX-GEN) Vertex Pharmaceuticals Incorporated Investors: XxxxxxxxXxxx@xxxx.xxx +0 000-000-0000 Media: xxxxxxxxx@xxxx.xxx or U.S.: +0 000-000-0000 or Xxxxxxx Xxxxxxx: +0 000-000-0000 or International: +00 00 0000 0000 Alpine Immune Sciences, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxInc. Media and Investor Relations Contacts: xx@xxxxxxxxxxxxxxxxxxxx.xxx

Appears in 2 contracts

Samples: Enters Into Agreement (Alpine Immune Sciences, Inc.), Enters Into Agreement (Alpine Immune Sciences, Inc.)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence This communication relates to a tender offer for the outstanding shares of Zynerbapending business combination between Biosynex and Chembio. The tender offer referenced in this communication has not yet commenced. This document communication is for informational purposes only and is neither does not constitute an offer to purchase nor or a solicitation of an offer to sell shares of ZynerbaChembio, nor is it a substitute for the any tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) the parties will file with the SEC U.S. Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time the tender offer is commenced, Harmony Biosynex and Purchaser its acquisition subsidiary will file a tender offer materials statement on Schedule TO, including an offer to purchase, a letter of transmittal and Zynerba related documents, and Chembio will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders Each of shares of Zynerba common stock are urged Biosynex and Chembio also plan to read file other relevant documents with the tender offer materials SEC regarding the proposed transaction. CHEMBIO STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documents) and the A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION / RECOMMENDATION STATEMENT AND OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO ANY OF THE FOREGOING DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF CHEMBIO SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Statement, the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, documents will be made available sent to all holders of shares of Zynerba Chembio’s stockholders at no expense to them. The tender offer materials and the Solicitation/Solicitation / Recommendation Statement will also be made available for free at on the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx or from the information agent named in the tender offer materials. In addition, these materials Copies of the documents filed with the SEC by Biosynex will be available at no free of charge on under the Enhanced SEC Filings section News heading of the Investor Relations page of ZxxxxxxBiosynex’s website at wxx.xxxxxxx.xxx and xxxxx://xxx.xxxxxxxx.xxx. Copies of the documents filed with the SEC by directing a request to the information agent for the tender offer, whose contact information Chembio will be set forth in available free of charge under the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxSEC filings heading of the Investors section of Chembio’s website at xxxxx://xxxxxxx.xxx/investors.

Appears in 1 contract

Samples: Chembio Diagnostics, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document communication is for informational purposes only and is neither not an offer to purchase nor a buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of Zynerba, nor is it Fusion-io’s common stock will only be made pursuant to a substitute for the tender offer statement on schedule TO, including an offer to purchase and other related materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file Flight Merger Sub, Inc., a wholly owned subsidiary of SanDisk Corporation, has filed with the SEC upon commencement of Securities and Exchange Commission on June 16, 2014. In addition, Fusion-io has filed with the tender offer. At the time the tender offer is commencedSecurities and Exchange Commission on June 24, Harmony and Purchaser will file tender offer materials on Schedule TO2014, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read Fusion-io’s stockholders can obtain the tender offer materials (including an Offer statement on Schedule TO, the offer to Purchasepurchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented on Schedule 14D-9 and related materials with respect to the offer, free of charge at the website of the Securities and Exchange Commission at xxx.xxx.xxx, from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal Information Agent and certain other tender offer documents, as well as Dealer Manager named in the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials or from Flight Merger Sub, Inc. Fusion-io’s stockholders are advised to read these documents, any amendments to these documents and any other documents relating to the Solicitation/Recommendation Statement will tender offer that are filed with the SEC carefully and in their entirety prior to making any decisions with respect to the offer because they contain important information, including the terms and conditions of the offer. DISCLAIMER UNDER IRS CIRCULAR 230 To comply with IRS rules, you are hereby notified that the foregoing summary was not intended or written in order to be made available used, and it cannot be used by any taxpayer, for free at the SEC’s website at wxx.xxx.xxxpurpose of avoiding penalties that may be imposed on the taxpayer. In addition, these materials if the foregoing summary would otherwise be considered a “marketed opinion” under the IRS rules, you are hereby notified that the advice was written to support the promotion or marketing of the transactions or matters addressed by the summary. The tax consequences of equity awards will be available at no charge vary depending on the Enhanced SEC Filings section specific circumstances of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offereach taxpayer. Therefore, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxeach taxpayer should seek advice from an independent tax adviser.

Appears in 1 contract

Samples: Merger Agreement (Fusion-Io, Inc.)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares common stock of Zynerba. The tender offer Con-way has not yet commenced. This document is for informational purposes only and is neither does not constitute an offer to purchase nor buy or a solicitation of an offer to sell shares any securities of Zynerba, nor is it a substitute for the tender Con-way. The solicitation and offer materials that Harmony to buy common stock of Con-way will only be made pursuant to an Offer to Purchase and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offerrelated materials. At the time the tender offer is commenced, Harmony XPO and Purchaser Merger Subsidiary will file tender offer materials on Schedule TO, TO with the SEC and Zynerba Con-way will file a Solicitation/Recommendation Statement statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Investors are urged to read these materials when they become available (available, as each may be amended or supplemented from time to time) well as any other relevant documents filed with the SEC, carefully and in their entirety because they will contain important information that holders information, including the terms and conditions of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesthe offer. The Offer to Purchase, Purchase and the related Letter letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba Con-way at no expense to them. The Offer to Purchase and the related letter of Transmittal and certain other tender offer materials and documents, as well as the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In additionAdditional copies may be obtained, these materials will be available at no charge free of charge, through the investor relations page on the Enhanced SEC Filings section of the Investor Relations page of ZxxxxxxXPO’s corporate website at wxx.xxxxxxx.xxx and wxx.xxxxxxxxxxxx.xxx or by directing a request contacting XPO Logistics, Inc. at Five Greenwich Office Park, Greenwich, CT 06831, Attention: Investor Relations. In addition to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, XPO and Con-way file annual, quarterly and special reports and other information with the SEC. 80 X. Xxxxxxxxx AvenueYou may read and copy any reports or other information filed by XPO or Con-way at the SEC public reference room at 100 X Xxxxxx, Suite 300| DevonX.X., PA 19333 | 484Xxxxxxxxxx, X.X. 00000. Please call the Commission at 1-581800-7505 | wxx.xxxxxxx.xxxSEC-0330 for further information on the public reference room. XPO and Con-way’s filings with the SEC are also available at the SEC’s website wxx.xxx.xxx.

Appears in 1 contract

Samples: XPO Logistics, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisitionspecial meeting, Hxxxxxx will commence a tender offer for the outstanding shares Company intends to send to its shareholders of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement record as of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TORecord Date, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect forward to the tender offer. Holders Depository for distribution to the holders of shares ADSs as of Zynerba common stock are urged to read the tender offer materials (including an Offer to PurchaseRecord Date, a related Letter of Transmittal and certain other tender offer documents) and proxy statement describing the Solicitation/Recommendation Statement when they become available (as each may merger proposal to be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, voted upon at the related Letter of Transmittal and certain other tender offer documentsmeeting, as well as logistical information related to the Solicitation/Recommendation Statementmeeting. Along with the proxy statement, the Company will be made available also send a proxy card or voting instruction form enabling shareholders to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxxsubmit their votes on that proposal. In addition, these materials voting instructions for holders of ADSs will be distributed by The Bank of New York Mellon, the Depositary of the Company's ADS program (the "Depositary"), to holders of ADSs as of the Record Date. The Company will also be furnishing copies of the proxy statement and form of proxy card to the SEC and TASE as exhibits to a Report of Foreign Private Issuer on Form 6-K to be filed by the Company. SHAREHOLDERS (AND HOLDERS OF ADSs) ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT, THE PROPOSED TRANSACTION AND RELATED MATTERS. The proxy statement (when available) may be obtained without charge at the SEC's website at xxx.xxx.xxx and, in addition, at the Israeli Securities Authority's website at xxxx://xxx.xxxxx.xxx.xxx.xx or at the TASE's website xxxx://xxxx.xxxx.xx.xx. In addition, the proxy statement will be available for inspection at no charge on the Enhanced SEC Filings section Company's offices, which are located at 0 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx 3079567 Israel. The content of this Form 6-K of the Investor Relations page registrant including the exhibits thereto is incorporated by reference into the registration statements on Form S-8 (File Nos. 333-190372, 333-198213, 333-205009, 333-211237 and 333-223222) of Zxxxxxx’s website at wxx.xxxxxxx.xxx the registrant, filed with the Securities and by directing Exchange Commission, to be a request part thereof from the date on which this report is furnished, to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxextent not superseded by documents or reports subsequently filed or furnished.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for Shares. The solicitation and the tender offer to purchase Shares described in this communication will be made only pursuant to the offer to purchase and related materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file Advent has filed on Schedule TO with the SEC upon commencement SEC. In addition, Forescout has filed its recommendation of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement Tender Offer on Schedule 14D-9 with the SEC. FORESCOUT’S STOCKHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY ADVENT OR FORESCOUT WITH THE SEC with respect to the tender offerWHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. Holders of shares of Zynerba common stock are urged to read THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, ADVENT AND FORESCOUT. Both the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitationsolicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, recommendation statement on Schedule 14D-9 will be made available to all holders Forescout’s stockholders free of shares charge. A free copy of Zynerba at no expense to them. The the tender offer materials and the Solicitationsolicitation/Recommendation Statement recommendation statement on Schedule 14D-9 will also be made available for free at the SECto Forescout’s stockholders by visiting Forescout’s website at wxx.xxx.xxx( xxx.xxxxxxxxx.xxx). In addition, these the tender offer materials and the solicitation/recommendation statement on Schedule 14D-9 (and all other documents filed by Forescout with the SEC) will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of ZxxxxxxSEC’s website at wxx.xxxxxxx.xxx and by directing a request to (xxx.xxx.xxx) upon filing with the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxSEC.

Appears in 1 contract

Samples: Forescout Technologies, Inc

Additional Information and Where to Find It. In This release may be deemed to be solicitation material in connection with the proposed acquisition, Hxxxxxx will commence matters to be considered at the 2016 annual meeting of shareholders of MagnaChip (the “2016 Annual Meeting”). MagnaChip intends to file a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only proxy statement and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file WHITE proxy card with the SEC upon commencement in connection with any such solicitation of the tender offerproxies from MagnaChip shareholders. At the time the tender offer is commencedMAGNACHIP SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE, Harmony BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain any proxy statement, any amendments or supplements thereto and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 other documents filed by MagnaChip with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at for no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free charge at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials Copies will also be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxxat MagnaChip’s website at wxx.xxxxxxx.xxx xxxx://xxxxxxxxx.xxxxxxxxx.xxx/ in the “SEC Filings” section or by writing to MagnaChip at 00 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxx, XX 00000. Participants in the Solicitation MagnaChip, its directors and by directing a request certain of its executive officers may be deemed to be participants in the solicitation of proxies from MagnaChip’s shareholders in connection with the matters to be considered at the 2016 Annual Meeting. Investors may obtain information agent regarding MagnaChip and its directors and executive officers in MagnaChip’s Annual Report on Form 10-K (the “Form 10-K”) for the tender offeryear ended December 31, whose contact 2015, which was filed with the SEC on February 22, 2016, and MagnaChip’s Amendment No. 1 to its Annual Report on Form 10-K/A (the “Form 10-K/A”), which was filed with the SEC on April 29, 2016. To the extent holdings of MagnaChip securities by MagnaChip’s directors or executive officers have changed since the amounts disclosed in the Form 10-K and Form 10-K/A, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 and Statements of Change in Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants in the solicitation, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Offer proxy statement and other materials to Purchasebe filed with the SEC in connection with the 2016 Annual Meeting. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484# # # CONTACT: Xxxxxx Xxxxxx Director of Investor Relations Tel. +0-581000-7505 | wxx.xxxxxxx.xxx000-0000 xxxxxx.xxxxxx@xxxxxxxxx.xxx # # #

Appears in 1 contract

Samples: Agreement (MAGNACHIP SEMICONDUCTOR Corp)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer described in this communication has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of ZynerbaForty Seven, nor is it a substitute for the any tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) Gilead, its acquisition company or Forty Seven will file with the SEC upon commencement SEC. A solicitation and an offer to buy shares of Forty Seven will be made only pursuant to an offer to purchase and related materials that Gilead intends to file with the tender offerSEC. At the time the tender offer is commenced, Harmony and Purchaser Gilead will file tender offer materials a Tender Offer Statement on Schedule TOTO with the SEC, and Zynerba Forty Seven will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials FORTY SEVEN’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesRECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available sent to all holders stockholders of shares of Zynerba Forty Seven at no expense to them. The tender offer materials Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website web site at wxx.xxx.xxxxxx.xxx.xxx. In addition, Additional copies may be obtained for free by contacting Gilead or Forty Seven. Free copies of these materials and certain other offering documents will be made available by Gilead by mail to Gilead Sciences, Inc., 000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000, attention: Investor Relations, by phone at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and 0-000-XXXXXX-0 or 0-000-000-0000, or by directing a request requests for such materials to the information agent for the tender offer, whose contact information which will be set forth named in the Tender Offer Statement. Copies of the documents filed with the SEC by Forty Seven will be available free of charge under the “Investors” section of Forty Seven’s internet website at xx.xxxxxxxxxxxxx.xxx. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Forty Seven file annual, quarterly and current reports, proxy statements and other information with the SEC. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484Gilead’s and Forty Seven’s filings with the SEC are also available for free to the public from commercial document-581-7505 | wxx.xxxxxxx.xxxretrieval services and at the website maintained by the SEC at xxx.xxx.xxx.

Appears in 1 contract

Samples: Gilead and Forty Seven Merger Agreement (Gilead Sciences Inc)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer described in this communication has not yet commenced. This document is for informational purposes only and communication is neither an offer to purchase nor a solicitation of an offer to sell shares of ZynerbaKite Pharma, nor is it a substitute for the tender Inc. (“Kite”). A solicitation and an offer to buy shares of Kite will be made only pursuant to an offer to purchase and related materials that Harmony and Xylophone Acquisition Corp. Gilead Sciences, Inc. (“PurchaserGilead”) will intends to file with the SEC upon commencement of the tender offerU.S. Securities and Exchange Commission (“SEC”). At the time the tender offer is commenced, Harmony and Purchaser Gilead will file tender offer materials a Tender Offer Statement on Schedule TO, TO with the SEC and Zynerba Kite will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock Kite stockholders and other investors are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (Statement, as each may be amended or supplemented from time to time) , because they will contain important information that holders of shares of Zynerba common stock which should consider be read carefully before making any decision regarding tendering their sharesis made with respect to the tender offer. The In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made Kite files annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by Xxxx at the SEC public reference room at 000 X Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-000-XXX-0000 for further information on the public reference room. Kite’s filings with the SEC are also available to all holders of shares of Zynerba at no expense to them. The tender offer materials the public from commercial document-retrieval services and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website maintained by the SEC at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section Investors and security holders may also obtain free copies of the Investor Relations page of Zxxxxxx’s website documents filed with the SEC by Xxxx at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxxxx.xxxxxxxxxx.xxx.

Appears in 1 contract

Samples: Gilead and Kite Agreement (Gilead Sciences Inc)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer Nimble Storage common stock (the “Offer”) has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerbashares, nor is it a substitute for the tender offer materials that Harmony HPE and Xylophone Acquisition Corp. a subsidiary of HPE (“PurchaserMerger Sub”) will file with the SEC upon commencement of U.S. Securities and Exchange Commission (the tender offer“SEC”). At the time the tender offer is commenced, Harmony HPE and Purchaser Merger Sub will file tender offer materials on Schedule TO, and Zynerba thereafter Nimble Storage will file a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, with the SEC with respect to the tender offerOffer. Holders of shares of Zynerba common stock are urged to read the tender offer materials THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF NIMBLE STORAGE COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (as each may be amended or supplemented from time to timeAS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF NIMBLE STORAGE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba Nimble Storage’s common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section Additional copies of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and tender offer materials may be obtained for free by directing a written request to the information agent for the tender offerNimble Storage, whose contact information will be set forth in Inc., 000 Xxxxx Xxxx Xxxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attn: Investor Relations, or by telephone at (000) 000-0000. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, HPE and Nimble Storage file annual, quarterly and current reports and other information with the SEC. 80 X. Xxxxxxxxx AvenueYou may read and copy any reports or other information filed by HPE or Nimble Storage at the SEC public reference room at 000 X Xxxxxx, Suite 300| DevonX.X., PA 19333 | 484Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-581000-7505 | wxx.xxxxxxx.xxxXXX-0000 for further information on the public reference room. HPE’s and Nimble Storage’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at xxx.xxx.xxx.

Appears in 1 contract

Samples: Nimble Storage Inc

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxx.

Appears in 1 contract

Samples: Zynerba Pharmaceuticals, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and communication is neither an offer to purchase nor a solicitation of an offer a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Any solicitation will only be made through materials filed with the SEC. Nonetheless, this communication may be deemed to sell shares be solicitation material in respect of Zynerbathe transaction by Brookfield Renewable and TerraForm Power. Brookfield Renewable and BEPC expect to file relevant materials with the SEC, nor including a registration statement on Form F-4 that will include a proxy statement of TerraForm Power that also constitutes a prospectus of Brookfield Renewable and BEPC (the “F-4”). This communication is it not a substitute for the tender offer materials registration statement, definitive proxy statement/prospectus or any other documents that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will Brookfield Renewable, BEPC or TerraForm Power may file with the SEC upon commencement or send to shareholders in connection with the transaction. SHAREHOLDERS OF TERRAFORM POWER ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC (IF AND WHEN THEY BECOME AVAILABLE), INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION. Investors and security holders will be able to obtain copies of the tender offer. At F-4, including the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TOproxy statement/prospectus, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 other documents filed with the SEC (if and when available) free of charge at the SEC’s website, xxxx://xxx.xxx.xxx. Copies of documents filed with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, SEC by Terraform Power will be made available to all holders free of shares charge on Terraform Power’s website at xxxx://xxx.xxxxxxxxxxxxxx.xxx/. Copies of Zynerba at no expense to them. The tender offer materials documents filed with the SEC by Brookfield Renewable and the Solicitation/Recommendation Statement BEPC will be made available for free at the SECof charge on Brookfield Renewable’s website at wxx.xxx.xxxxxxx://xxx.xxxxxxxxxx.xxx/. Such documents are not currently available. In additionParticipants in Solicitation TerraForm Power and its directors and executive officers, these materials will BEPC and its directors and executive officers, and Brookfield Renewable and its directors and executive officers may be available at no charge on deemed to be participants in the Enhanced SEC Filings section solicitation of proxies from the holders of TerraForm Power common stock in respect of the Investor Relations page transaction. Information about the directors and executive officers of Zxxxxxx’s TerraForm Power is set forth on its website at wxx.xxxxxxx.xxx xxxx://xxx.xxxxxxxxxxxxxx.xxx/. Information about the directors and by directing a request to executive officers of Brookfield Renewable is set forth on its website at xxxx://xxx.xxxxxxxxxx.xxx/. Information about the information agent for the tender offer, whose contact information directors and executive officers of BEPC will be set forth on its preliminary Form F-1. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the transaction when it becomes available. You may obtain free copies of these documents as described in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxpreceding paragraph.

Appears in 1 contract

Samples: Brookfield Renewable And (Brookfield Renewable Partners L.P.)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer Nimble Storage common stock (the “Offer”) has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerbashares, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. Hewlett Packard Enterprise Company (“PurchaserHPE”) and a subsidiary of HPE (“Merger Sub”) will file with the SEC upon commencement of U.S. Securities and Exchange Commission (the tender offer“SEC”). At the time the tender offer is commenced, Harmony HPE and Purchaser Merger Sub will file tender offer materials on Schedule TO, and Zynerba thereafter Nimble Storage will file a Solicitation/Recommendation Statement on Schedule 14D-9 14D-9, with the SEC with respect to the tender offerOffer. Holders of shares of Zynerba common stock are urged to read the tender offer materials THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF NIMBLE STORAGE COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (as each may be amended or supplemented from time to timeAS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF NIMBLE STORAGE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba Nimble Storage’s common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section Additional copies of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and tender offer materials may be obtained for free by directing a written request to the information agent for the tender offerNimble Storage, whose contact information will be set forth in Inc., 000 Xxxxx Xxxx Xxxxxxx, Xxx Xxxx, Xxxxxxxxxx 00000, Attn: Investor Relations, or by telephone at (000) 000-0000. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, HPE and Nimble Storage file annual, quarterly and current reports and other information with the SEC. 80 X. Xxxxxxxxx AvenueYou may read and copy any reports or other information filed by HPE or Nimble Storage at the SEC public reference room at 000 X Xxxxxx, Suite 300| DevonX.X., PA 19333 | 484Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-581000-7505 | wxx.xxxxxxx.xxxXXX-0000 for further information on the public reference room. HPE’s and Nimble Storage’s filings with the SEC are also available to the public from commercial document-retrieval services and at the SEC’s website at xxx.xxx.xxx.

Appears in 1 contract

Samples: Nimble Storage Inc

Additional Information and Where to Find It. In connection with the proposed acquisitionmerger, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) Just Eat Xxxxxxxx.xxx will file with the SEC upon commencement a registration statement on Form F-4 to register the shares to be issued in connection with the proposed merger. The registration statement will include a preliminary proxy statement of Grubhub/prospectus of Just Eat Xxxxxxxx.xxx which, when finalized, will be sent to the stockholders of Grubhub seeking their approval of the tender offerrespective merger- related proposals. At Also in connection with the time the tender offer is commencedproposed merger, Harmony and Purchaser Just Eat Xxxxxxxx.xxx will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC Netherlands Authority for the Financial Markets (“AFM”) and/or the UK Financial Conduct Authority (“FCA”) a prospectus for the listing and admission to trading on Euronext Amsterdam and/or the admission to listing on the FCA’s Official List and to trading on the London Stock Exchange’s Main Market for listed securities of the shares to be issued in connection with respect the proposed merger (the “Prospectus”). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM F-4 AND THE RELATED PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM F-4, THE PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, THE AFM AND/OR THE FCA IN CONNECTION WITH THE PROPOSED MERGER, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GRUBHUB, JUST EAT XXXXXXXX.XXX AND THE PROPOSED MERGER. Investors and security holders may obtain copies of these documents and any other documents filed with or furnished to the tender offer. Holders SEC by Xxxxxxx or Just Eat Xxxxxxxx.xxx free of shares of Zynerba common stock are urged to read charge through the tender offer materials (including an Offer to Purchasewebsite maintained by the SEC at xxx.xxx.xxx, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended from Grubhub at its website, xxxxxxxxx.xxxxxxx.xxx, or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesJust Eat Xxxxxxxx.xxx at its website xxx.xxxxxxxxx.xxxxxxxx.xxx. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documentsProspectus, as well as the Solicitation/Recommendation Statementany supplement thereto, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section website of the Investor Relations page of Zxxxxxx’s Just Eat Xxxxxxxx.xxx at its website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxxxx.xxxxxxxxx.xxxxxxxx.xxx.

Appears in 1 contract

Samples: s2.q4cdn.com

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Additional Information and Where to Find It. This communication does not constitute a solicitation of any vote, proxy or approval in connection with the Purchase Agreement or related transactions. In connection with the proposed acquisitiontransactions contemplated by the Purchase Agreement, Hxxxxxx will commence GMGI plans to file with the Securities and Exchange Commission (SEC) a tender offer proxy statement to seek shareholder approval for the outstanding Purchase Agreement and the issuance of shares of Zynerba. The tender offer has not yet commencedcommon stock in connection therewith, which, when finalized, will be sent to the shareholders of GMGI seeking their approval of the respective transaction-related proposals, as well as other documents regarding the proposed transactions. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it not a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will any proxy statement or other document GMGI may file with the SEC upon commencement in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GMGI AND THE PURCHASE AGREEMENT AND THE PROPOSED PURCHASE TRANSACTION. Investors and security holders may obtain copies of these documents free of charge through the tender offer. At website maintained by the time the tender offer is commencedSEC at xxx.xxx.xxx or from GMGI at its website, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 xxxxx://xxxxxxxxxxxx.xxx/investors-overview/. Documents filed with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials by GMGI will be available at no free of charge on the Enhanced “Investors,” “SEC Filings section of the Investor Relations Filings” page of Zxxxxxx’s our website at wxx.xxxxxxx.xxx and xxxxx://xxxxxxxxxxxx.xxx/investors-overview/sec-filings/ or, alternatively, by directing a request by mail, email or telephone to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx AvenueGMGI at 0000 Xxxxxxx Xxxx, Suite 300| DevonD131, PA 19333 | 484Las Vegas, NV 89103; or (000) 000-581-7505 | wxx.xxxxxxx.xxx0000, respectively.

Appears in 1 contract

Samples: Purchase Agreement (Golden Matrix Group, Inc.)

Additional Information and Where to Find It. In connection with the proposed acquisitionacquisition of Collectors Universe, Hxxxxxx Cards Acquisition Inc. (“Cards”), will commence a tender offer for all of the outstanding shares of ZynerbaCollectors Universe. The tender offer has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor Collectors Universe. It is it also not a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) Cards will file with the SEC Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. At the time that the tender offer is commenced, Harmony and Purchaser Cards will file tender offer materials on Schedule TOTO with the SEC, and Zynerba Collectors Universe will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY AND CONSIDERED BY COLLECTORS UNIVERSE’S SHAREHOLDERS BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitationsolicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, recommendation statement will be made available to all holders Collectors Universe’s shareholders free of shares charge. A free copy of Zynerba at no expense to them. The the tender offer materials and the Solicitationsolicitation/Recommendation Statement recommendation statement will also be made available for free at the SECto Collectors Universe’s shareholders by visiting Collectors Universe’s website at wxx.xxx.xxx(wxx.xxxxxxxxxxxxxxxxxx.xxx). In addition, these the tender offer materials and the solicitation/recommendation statement (and all other documents filed by Collectors Universe with the SEC) will be available at no charge on the Enhanced SEC’s website (wxx.xxx.xxx) upon filing with the SEC. COLLECTORS UNIVERSE’S SHAREHOLDERS ARE ADVISED TO READ THE TENDER OFFER MATERIALS AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED BY CARDS OR COLLECTORS UNIVERSE WITH THE SEC Filings section WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER. THESE MATERIALS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER, CARDS AND COLLECTORS UNIVERSE. Cautionary Statements Regarding Forward-Looking Information This document contains statements regarding Collectors Universe’s expectations, beliefs or views about its pending acquisition by an investor group, including the anticipated timing of the Investor Relations page transaction; considerations taken into account by the Collectors Universe Board of ZxxxxxxDirectors in approving the transaction; and expectations for Collectors Universe following the closing, all of which constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward looking statements can often be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project,” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Due to a number of risks and uncertainties to which its business and its markets are subject, Collectors Universe’s website at wxx.xxxxxxx.xxx future financial performance may differ, possibly significantly, from expectations regarding its future financial performance that are expressed in, or that may be implied or inferred from the discussion of its operating results in this document. Those risks and by directing a request uncertainties, and their possible impact on Collectors Universe’s future financial performance, include, but are not limited to, the following: the risk that the conditions to the information agent for closing of the transaction are not satisfied, including the risk that a sufficient number of Collectors Universe’s shareholders do not tender their shares into the tender offeroffer or that required regulatory approvals are not obtained or are obtained subject to conditions that are not anticipated; potential litigation relating to the transaction; uncertainties as to the timing of the consummation of the transaction and the ability of each party to consummate the transaction; risks that the proposed transaction disrupts the current plans and operations of Collectors Universe; the occurrence of any event, whose contact information change or other circumstance that could give rise to the termination of the merger agreement; Collectors Universe’s continued dependence on its coins, and cards and autographs businesses, which historically have generated more than 90% of its total consolidated revenues and a substantial portion of its operating income, which make its operating results more vulnerable to conditions that could adversely affect those businesses, such as the volatility of precious metals prices that could adversely affect its coin revenues; the risk that the prolonged effects of COVID-19, and the business closures and travel restrictions that have been imposed in response to that outbreak, will be set forth adversely affect Collectors Universe’s revenues and operating performance, and could cause it to incur operating losses and declines in cash flows; the risk that it may become necessary for Collectors Universe to reduce the amount of, or suspend or discontinue the payment of cash dividends in the Offer future, due to Purchaseconditions or circumstances outside of its control, such as the continued effects of COVID-19 and resulting adverse economic or market conditions, as well as its financial performance and the cash needs of its business in the future; the risk that domestic or international economic conditions may deteriorate as a result of events outside of Collectors Universe’s control, which could lead to reductions in the demand for its collectibles authentication and grading services and, consequently, in its revenues and operating results; the risk that the weakness or volatility of economic conditions will lead to longer-term changes in the spending habits of consumers and in the availability and use of credit by smaller businesses, such as collectibles dealers, to fund purchases of collectibles, which could lead to longer-term declines in collectibles commerce and, therefore, in the demand for Collectors Universe’s services; the risks that claims under Collectors Universe’s coin and trading card authentication and grading warranties will increase substantially and that the warranty reserves that it maintains for such claims will prove to be inadequate, which could cause its gross profit margin and operating results to decline or cause it to incur operating losses; the risk that Collectors Universe’s strategies of offering services in newer geographic areas, such as Europe and Asia, or potentially investing in new lines of business, will not be successful in enabling it to improve profitability or may even cause it to incur significant losses; and the risks and added complexity of conducting business overseas. 80 X. Xxxxxxxxx AvenueThe effects of the COVID-19 pandemic may give rise to risks that are currently unknown or amplify the risks associated with many of these factors. Additional information regarding these risks and other risks and uncertainties to which its business is subject is contained in Item 1A, Suite 300| Devonentitled “Risk Factors”, PA 19333 | 484in Collectors Universe’s Annual Report on Form 10-581K for its fiscal year ended June 30, 2020, which it filed with the SEC on August 26, 2020. Readers of this document are urged to review the discussion of those risks and uncertainties in that Report. Also, Collectors Universe’s financial results in the future may differ from those currently expected due to additional risks and uncertainties of which it is not currently aware or which it does not currently view as, but in the future may become, material to its business or operating results. Due to the aforementioned risks and uncertainties, readers are cautioned not to place undue reliance on the forward-7505 | wxx.xxxxxxx.xxxlooking statements contained, implied or inferred, in this document or in Collectors Universe’s Annual or Quarterly Reports filed with the SEC, which speak only as of their respective dates. Collectors Universe disclaims any obligation to update or revise any of the forward-looking statements contained in this document or in its Annual or Quarterly Reports that it has filed with the SEC as a result of new information, future events or otherwise, except as may be required by law or Nasdaq rules.

Appears in 1 contract

Samples: Collectors Universe Inc

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer common stock of Dunkin’ Brands described in this communication has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of ZynerbaDunkin’ Brands common stock, nor is it a substitute for the any tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) Inspire Brands, Inc., Vale Merger Sub, Inc. or Dunkin’ Brands will file with the SEC upon commencement U.S. Securities and Exchange Commission (the “SEC”). A solicitation and offer to buy shares of Dunkin’ Brands common stock will be made only pursuant to an offer to purchase and related materials that Inspire Brands, Inc. intends to file with the tender offerSEC. At the time the tender offer is commenced, Harmony and Purchaser Inspire Brands, Inc. will cause Vale Merger Sub, Inc. to file a tender offer materials statement on Schedule TOTO with the SEC, and Zynerba Dunkin’ Brands will file a Solicitationsolicitation/Recommendation Statement recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read XXXXXX’ BRANDS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER TENDER OFFER DOCUMENTS) AND THE RELATED SOLICITATION/ RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 THAT WILL BE FILED BY XXXXXX’ BRANDS WITH THE SEC, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO THAT SHOULD BE READ CAREFULLY. Both the tender offer materials (including an Offer to Purchasestatement and the solicitation/recommendation statement will be made available at no charge on the SEC’s website: xxx.xxx.xxx. In addition, a related Letter copy of Transmittal the offer to purchase, letter of transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when documents (once they become available (as each available) will be mailed to Dunkin’ Brands stockholders free of charge and additional copies may be amended obtained free of charge, by contacting Dunkin’ Brands Investor Relations either by telephone at 000-000-0000 or supplemented from time by e-mail at Xxxxxxxx.Xxxxxxxxx@XxxxxxXxxxxx.xxx or on Dunkin’ Brands’ website at xxx.xxxxxxxxxxxx.xxx. In addition to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer the offer to Purchasepurchase, the related Letter letter of Transmittal transmittal and certain other tender offer documents, as well as the Solicitationsolicitation/Recommendation Statementrecommendation statement, will be made Dunkin’ Brands files annual, quarterly and current reports, proxy statements and other information with the SEC. Dunkin’ Brands’ filings with the SEC are available to all holders of shares of Zynerba at no expense to them. The tender offer materials the public from commercial document-retrieval services and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website maintained by the SEC at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section Investors and security holders may also obtain free copies of the Investor Relations page of Zxxxxxx’s website documents filed with the SEC by Dunkin’ Brands at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxxxx.xxxxxxxxxxxx.xxx.

Appears in 1 contract

Samples: Dunkin' Brands Group, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer described in this document has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of ZynerbaImmunomedics, nor is it a substitute for the any tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) Gilead, Purchaser or Immunomedics will file with the SEC upon commencement SEC. A solicitation and an offer to buy shares of Immunomedics will be made only pursuant to an offer to purchase and related materials that Gilead intends to file with the tender offerSEC. At the time the tender offer is commenced, Harmony and Purchaser Gilead will file tender offer materials a Tender Offer Statement on Schedule TOTO with the SEC, and Zynerba Immunomedics will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials IMMUNOMEDICS’ STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesRECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available sent to all holders stockholders of shares of Zynerba Immunomedics at no expense to them. The tender offer materials Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website web site at wxx.xxx.xxxxxx.xxx.xxx. In addition, Additional copies may be obtained for free by contacting Gilead or Immunomedics. Free copies of these materials and certain other offering documents will be made available by Gilead by mail to Gilead Sciences, Inc., 000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, XX 00000, attention: Investor Relations, by phone at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and 0-000-XXXXXX-0 or 0-000-000-0000, or by directing a request requests for such materials to the information agent for the tender offer, whose contact information which will be set forth named in the Tender Offer Statement. Copies of the documents filed with the SEC by Immunomedics will be available free of charge under the “Investors” section of Immunomedics’ internet website at Xxxxxxxxxxxx.xxx. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Gilead and Immunomedics file annual, quarterly and current reports, proxy statements and other information with the SEC. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484Gilead’s and Immunomedics’ filings with the SEC are also available for free to the public from commercial document-581-7505 | wxx.xxxxxxx.xxxretrieval services and at the website maintained by the SEC at xxx.xxx.xxx.

Appears in 1 contract

Samples: Gilead Sciences Inc

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer the Company referenced in this press release has not yet commenced. This document press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerbashares, nor is it a substitute for the tender offer materials that Harmony Concentra and Xylophone Acquisition Corp. (“Purchaser”) its subsidiary will file with the SEC upon commencement of the tender offerSEC. At the time the tender offer is commenced, Harmony Concentra and Purchaser its subsidiary will file tender offer materials on Schedule TO, and Zynerba and, thereafter, the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF JOUNCE COMMON STOCK ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (as each may be amended or supplemented from time to timeAS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF SHARES OF JOUNCE COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba the Company’s common stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on xxx.xxx.xxx or by accessing the Enhanced SEC Filings Investor Relations section of the Investor Relations page of ZxxxxxxCompany’s website at wxx.xxxxxxx.xxx xxxxx://xxx.xxxxxxxx.xxx. Publication on website A copy of this Announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Jounce’s website at xxxxx://xxxxxxxx.xxx/recommended-offer/ by no later than 12 noon (London time) on the Business Day following the date of this press release. For the avoidance of doubt, the contents of the website are not incorporated into and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxdo not form part of this press release.

Appears in 1 contract

Samples: ir.jouncetx.com

Additional Information and Where to Find It. In connection Cinedigm intends to file a proxy statement with the proposed acquisition, Hxxxxxx will commence a tender offer for U.S. Securities and Exchange Commission (the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (PurchaserSEC”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer2015 Annual Meeting. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to PurchaseCINEDIGM STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT, a related Letter of Transmittal THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Cinedigm, its directors, executive officers and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each employees may be amended deemed to be participants in the solicitation of proxies from Cinedigm stockholders in connection with the matters to be considered at Cinedigm’s 2015 Annual Meeting. Information about Cinedigm’s directors and executive officers is available in Cinedigm’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed with the SEC on June 30, 2015. To the extent holdings of Cinedigm’s securities by such directors or supplemented from time to time) because they executive officers have changed since the amounts printed in the 2015 Form 10-K, such changes have been or will contain important be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. More detailed information that holders regarding the identity of shares of Zynerba common stock should consider before making any decision regarding tendering potential participants, and their shares. The Offer to Purchasedirect or indirect interests, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statementby security holdings or otherwise, will be made available set forth in the proxy statement and other materials to all holders of shares of Zynerba at no expense to thembe filed with the SEC in connection with Cinedigm’s 2015 Annual Meeting. The tender offer materials and the Solicitation/Recommendation Statement Stockholders will be made available for able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Cinedigm with the SEC free of charge at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials Copies also will be available free of charge at no charge on the Enhanced SEC Filings section of the Investor Relations page of ZxxxxxxCinedigm’s website at wxx.xxxxxxx.xxx and xxx.xxxxxxxx.xxx under Investor Relations or by directing a request writing to the information agent for the tender offerCinedigm Corp. at 000 Xxxxxxxx, whose contact information will be set forth in the Offer to Purchase0xx Xxxxx, Xxx Xxxx, XX 00000. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484Cinedigm Investor Relations: Xxxx Xxxxxxxx Xxxxxxxxxx Office 000-581000-7505 | wxx.xxxxxxx.xxx0000 Mobile 000-000-0000

Appears in 1 contract

Samples: Settlement Agreement (Chez Ronald L)

Additional Information and Where to Find It. In connection Cinedigm intends to file a proxy statement with the proposed acquisition, Hxxxxxx will commence a tender offer for U.S. Securities and Exchange Commission (the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (PurchaserSEC”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer2015 Annual Meeting. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to PurchaseCINEDIGM STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT, a related Letter of Transmittal THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Cinedigm, its directors, executive officers and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each employees may be amended deemed to be participants in the solicitation of proxies from Cinedigm stockholders in connection with the matters to be considered at Cinedigm’s 2015 Annual Meeting. Information about Cinedigm’s directors and executive officers is available in Cinedigm’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed with the SEC on June 30, 2015. To the extent holdings of Cinedigm’s securities by such directors or supplemented from time to time) because they executive officers have changed since the amounts printed in the 2015 Form 10-K, such changes have been or will contain important be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. More detailed information that holders regarding the identity of shares of Zynerba common stock should consider before making any decision regarding tendering potential participants, and their shares. The Offer to Purchasedirect or indirect interests, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statementby security holdings or otherwise, will be made available set forth in the proxy statement and other materials to all holders of shares of Zynerba at no expense to thembe filed with the SEC in connection with Cinedigm’s 2015 Annual Meeting. The tender offer materials and the Solicitation/Recommendation Statement Stockholders will be made available for able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by Cinedigm with the SEC free of charge at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials Copies also will be available free of charge at no charge on the Enhanced SEC Filings section of the Investor Relations page of ZxxxxxxCinedigm’s website at wxx.xxxxxxx.xxx and xxx.xxxxxxxx.xxx under Investor Relations or by directing a request writing to the information agent for the tender offerCinedigm Corp. at 000 Xxxxxxxx, whose contact information will be set forth in the Offer to Purchase0xx Xxxxx, Xxx Xxxx, XX 00000. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484Cinedigm Investor Relations: Xxxx Xxxxxxxx Xxxxxxxxxx Office 000-581000-7505 | wxx.xxxxxxx.xxx0000 Mobile 000-000-0000 xxxxxxxxxxx@xxxxxxxx.xxx

Appears in 1 contract

Samples: Settlement Agreement (Cinedigm Corp.)

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer referenced in this communication has not yet commenced. This document announcement is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerbasecurities, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file be filed with the SEC upon commencement of the SEC. The solicitation and offer to buy AdvancePierre Foods stock will only be made pursuant to an Offer to Purchase and related tender offeroffer materials. At the time the tender offer is commenced, Harmony Tyson and Purchaser its acquisition subsidiary will file a tender offer materials statement on Schedule TO, TO and Zynerba thereafter AdvancePierre Foods will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesRECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ADVANCEPIERRE FOODS STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF ADVANCEPIERRE FOODS SECURITIES SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SECURITIES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba AdvancePierre Foods stock at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s 's website at wxx.xxx.xxxxxx.xxx.xxx. In addition, these materials Copies of the documents filed with the SEC by Tyson will be available at no free of charge on the Enhanced SEC Filings section Xxxxx’x internet website at xxxx://xxx.xxxxx.xxx or by contacting Xxx Xxxxxx at Xxxxx’x Investor Relations Department at (000) 000-0000 or by email at xxx.xxxxxx@xxxxx.xxx. Copies of the documents filed with the SEC by AdvancePierre Foods will be available free of charge on AdvancePierre Foods’ internet website at xxxx://xxx.xxxxxxxxxxxxx.xxx or by contacting Xxxx Xxxxxx at AdvancePierre Foods’ Investor Relations page of Zxxxxxx’s website Department at wxx.xxxxxxx.xxx and (000) 000-0000 or by directing a request email at xx@xxxxxxxxxxxxx.xxx. In addition to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, AdvancePierre Foods files annual, quarterly and current reports and other information with the SEC. 80 X. Xxxxxxxxx AvenueYou may read and copy any reports or other information filed by AdvancePierre Foods at the SEC public reference room at 000 X Xxxxxx, Suite 300| DevonX.X., PA 19333 | 484Xxxxxxxxxx, X.X. 00000. Please call the SEC at 0-581000-7505 | wxx.xxxxxxx.xxxXXX-0000 for further information on the public reference room. AdvancePierre Foods’ filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at xxxx://xxx.xxx.xxx.

Appears in 1 contract

Samples: Tyson Foods Inc

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor is it a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. Purchase 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxx

Appears in 1 contract

Samples: Zynerba Pharmaceuticals, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document is for informational purposes only and communication is neither an offer to purchase nor a solicitation of an offer to sell any securities of Aimmune Therapeutics, Inc. (“Aimmune”). The solicitation and the offer to purchase shares of Zynerba, nor Aimmune’s common stock is it being made pursuant to a substitute for the tender offer materials that Harmony and Xylophone Acquisition Corp. (“Purchaser”) will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials statement on Schedule TO, including an offer to purchase, a letter of transmittal and Zynerba will file other related materials that Société des Produits Nestlé S.A., a société anonyme organized under the laws of Switzerland (“Nestlé”), and SPN MergerSub, Inc., a Delaware corporation (“Merger Sub”), filed with the Securities and Exchange Commission (“SEC”). In addition, Aimmune has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC and a Schedule 13E-3 transaction statement, in each case with respect to the tender offer. Holders Investors can obtain a free copy of these materials and other documents filed by Nestlé, Merger Sub and Aimmune with the SEC at the website maintained by the SEC at xxx.xxx.xxx. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by Aimmune under the “Investors & Media” section of Aimmune’s website at xxx.xxxxxxx.xxx. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THESE DOCUMENTS, INCLUDING THE OFFER TO PURCHASE AND THE SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3 TRANSACTION STATEMENT OF AIMMUNE, AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE TENDER OFFER. Forward-Looking Statements The statements included above that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements. These forward-looking statements include without limitation statements regarding the planned completion of the transactions contemplated by the Agreement and Plan of Merger dated as of August 29, 2020 by and among Aimmune, Merger Sub and Nestlé. Additional statements include, but are not limited to, statements regarding: Aimmune’s expectations regarding the potential benefits of PALFORZIA; Aimmune’s expectations regarding the potential commercial launch of PALFORZIA; and Aimmune’s expectations regarding potential applications of the CODIT approach to treating life-threatening food allergies. Risks and uncertainties that could cause results to differ from expectations include: uncertainties as to the timing and completion of the tender offer and the merger; uncertainties as to the percentage of Aimmune stockholders tendering their shares in the tender offer; the possibility that competing offers may be made; the possibility that various closing conditions for the tender offer or the merger may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of Zynerba common stock are urged the merger; the occurrence of any event, change or other circumstance that could give rise to read the termination of the merger agreement; the effects of disruption caused by the transaction making it more difficult to maintain relationships with employees, collaborators, vendors and other business partners; the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; and risks and uncertainties pertaining to Aimmune’s business, including the risks and uncertainties detailed in Aimmune’s public periodic filings with the SEC, as well as the tender offer materials (including an Offer to Purchasefiled by Merger Sub and Nestlé, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and Schedule 13E-3 transaction statement filed by directing a request to the information agent for Aimmune in connection with the tender offer. Risks and uncertainties that contribute to the uncertain nature of the forward-looking statements regarding Aimmune’s business may include: the expectation that Aimmune will need additional funds to finance its operations; Aimmune’s dependence on the success of PALFORZIA; Aimmune’s ability to build a commercial field organization and distribution network; the degree of acceptance of PALFORZIA among physicians, whose contact information will be set forth patients, healthcare payors, patient advocacy groups and the general medical community; Aimmune’s ability to obtain favorable coverage and reimbursement from third-party payors for PALFORZIA; Aimmune’s reliance on third parties for the manufacture of PALFORZIA; Aimmune’s ability to implement and comply with the REMS for PALFORZIA; possible regulatory developments in the Offer United States and foreign countries; and Aimmune’s ability to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxxattract and retain senior management personnel.

Appears in 1 contract

Samples: Aimmune Therapeutics, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer has not yet commenced. This document communication is for informational purposes only only, is not a recommendation and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerba, nor common stock of Pardes or any other securities. This communication is it also not a substitute for the tender offer Offer materials that Harmony Purchaser has filed with the U.S. Securities and Xylophone Acquisition Corp. Exchange Commission (the PurchaserSEC”) will file in connection with the Offer. On August 17, 2023, Purchaser filed with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Harmony an amended and Purchaser will file tender offer materials restated Tender Offer Statement on Schedule TO-T and a Transaction Statement on Schedule 13E-3 (together, as supplemented through the date hereof, the “Tender Offer Statement”), and Zynerba will file a Pardes filed with the SEC an amended and restated Solicitation/Recommendation Statement on Schedule 14D-9 with (as supplemented through the SEC with respect to date hereof, the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement when they become available Statement”) and amended and restated Schedule 13E-3 (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their shares. The Offer to Purchasethrough the date hereof, the related Letter of Transmittal “Schedule 13E-3”). PARDES’ STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), THE SOLICITATION/RECOMMENDATION STATEMENT AND THE SCHEDULE 13E-3, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Pardes’ stockholders and certain other tender offer documentsinvestors can obtain the Tender Offer Statement, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Zynerba at no expense to them. The tender offer materials the Schedule 13E-3 and the Solicitation/Recommendation Statement will be made available other filed documents for free at the SEC’s website at wxx.xxx.xxxxxx.xxx.xxx. Copies of the documents filed with the SEC by Pardes are available free of charge on the Investors page of Pardes’ website, xxx.xxxxxxxxx.xxx, or by contacting Pardes at xx@xxxxxxxxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section Pardes’ stockholders may obtain free copies of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and Offer materials by directing a request to contacting Innisfree M&A Incorporated, the information agent for the tender offer, whose contact information will be set forth in the Offer to PurchaseOffer. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484You may call Innisfree M&A Incorporated toll-581free at (000) 000-7505 | wxx.xxxxxxx.xxx0000. Xxxxx and brokers may call collect at (000) 000-0000. Media Contact: Xxxxx Xxxxxxx xxxxx@xxxxxxxxxxxxxxx.xxx

Appears in 1 contract

Samples: FS Development Holdings II, LLC

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a The tender offer for the outstanding shares of Zynerba. The tender offer the Company described in this communication has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Zynerbaany securities, nor is it a substitute for the tender offer materials that Harmony Wonder and Xylophone Acquisition Corp. (“Purchaser”) its acquisition subsidiary will file with the SEC Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. The solicitation and offer to buy outstanding shares of the Company will only be made pursuant to the tender offer materials that Wonder and its acquisition subsidiary intend to file with the SEC. At the time the tender offer is commenced, Harmony and Purchaser will file tender offer materials on Schedule TO, and Zynerba Wonder will file a Solicitationtender offer statement on Schedule TO with the SEC, and the Company will file a solicitation/Recommendation Statement recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO CAREFULLY READ THE TENDER OFFER MATERIALS, INCLUDING THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION AND THE PARTIES THERETO. The tender offer materials (including an Offer the offer to Purchasepurchase and related letter of transmittal), a related Letter as well as the solicitation/recommendation statement will be mailed to the Company’s stockholders free of Transmittal charge. Investors and certain other tender offer documents) stockholders may obtain free copies of the Schedule TO and the Solicitation/Recommendation Statement when they become available (Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesat the SEC’s web site at wxx.xxx.xxx, by contacting the Company’s Investor Relations either by telephone at (000) 000-0000 or e-mail at ixxxxxxx.xxxxxxxxx@xxxxxxxxx.xxx or on the Company’s website at wxx.xxxxxxxxx.xxxxxxxxx.xxx. The Offer to Purchaseinformation contained in, or that can be accessed through, the Company’s website is not a part of, or incorporated by reference herein. In addition to an offer to purchase, a related Letter letter of Transmittal transmittal and certain other tender offer documents, as well as the Solicitationsolicitation/Recommendation Statementrecommendation statement, will be made available to all holders of shares of Zynerba at no expense to themthe Company files annual, quarterly and current reports, proxy statements and other information with the SEC. The tender offer materials and You may read any reports, statements or other information filed by the Solicitation/Recommendation Statement will be made available Company with the SEC for free at on the SEC’s website at wxx.xxx.xxx. In addition, these materials will be available at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and by directing a request to the information agent for the tender offer, whose contact information will be set forth in the Offer to Purchase. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484-581-7505 | wxx.xxxxxxx.xxx.

Appears in 1 contract

Samples: Blue Apron Holdings, Inc.

Additional Information and Where to Find It. In connection with the proposed acquisition, Hxxxxxx will commence a tender offer for the outstanding shares of Zynerba. The tender offer described in this communication has not yet commenced. This document communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of ZynerbaIntercept Pharmaceuticals, Inc. (the “Company”), nor is it a substitute for the any tender offer materials that Harmony and Xylophone Acquisition Corp. the Company or Alfasigma S.p.A. (together with its subsidiaries, PurchaserAlfasigma”) will file with the SEC upon commencement SEC. A solicitation and an offer to buy shares of the tender offerCompany will be made only pursuant to an offer to purchase and related materials that Alfasigma intends to file with the SEC. At the time the tender offer is commenced, Harmony and Purchaser Alfasigma will file tender offer materials a Tender Offer Statement on Schedule TOTO with the SEC, and Zynerba the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. Holders of shares of Zynerba common stock are urged to read the tender offer materials THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (including an Offer to PurchaseINCLUDING AN OFFER TO PURCHASE, a related Letter of Transmittal and certain other tender offer documentsA RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) and the SolicitationAND THE SOLICITATION/Recommendation Statement when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Zynerba common stock should consider before making any decision regarding tendering their sharesRECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available sent to all holders stockholders of shares of Zynerba the Company at no expense to them. The tender offer materials Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at wxx.xxx.xxx. In addition, Additional copies may be obtained for free by contacting Alfasigma or the Company. Free copies of these materials and certain other offering documents will be made available by the Company by mail to Intercept Pharmaceuticals, Inc., 300 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Corporate Secretary, by email at no charge on the Enhanced SEC Filings section of the Investor Relations page of Zxxxxxx’s website at wxx.xxxxxxx.xxx and ixxxxxxxx@xxxxxxxxxxxxxxx.xxx, or by directing a request requests for such materials to the information agent for the tender offer, whose contact information which will be set forth named in the tender offer materials. Copies of the documents filed with the SEC by the Company will be available free of charge under the “Investors & Media” section of the Company’s internet website at hxxxx://xx.xxxxxxxxxxxxxxx.xxx/xxxxxxxx-relations. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files periodic reports and other information with the SEC. 80 X. Xxxxxxxxx Avenue, Suite 300| Devon, PA 19333 | 484The Company’s filings with the SEC are also available for free to the public from commercial document-581-7505 | wxx.xxxxxxx.xxxretrieval services and at the website maintained by the SEC at wxx.xxx.xxx.

Appears in 1 contract

Samples: Email to Employees (Intercept Pharmaceuticals, Inc.)

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