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

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger. Additionally, the Company will file other relevant materials with the SEC in connection with the Merger. The Proxy Statement will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company and other relevant materials to be filed with the SEC when they become available.

Appears in 3 contracts

Samples: American Science And (American Science & Engineering, Inc.), American Science And (American Science & Engineering, Inc.), Science And (American Science & Engineering, Inc.)

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Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or In connection with the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger. Additionallyproxies, the Company Take-Two will file a definitive proxy statement and other relevant materials documents with the SEC in connection with concerning the Mergerproposals to be presented at the 2010 Annual Meeting of Stockholders. THE PROXY STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT TAKE-TWO AND THE 2010 ANNUAL MEETING OF STOCKHOLDERS. When filed, the definitive proxy statement will be available free of charge at the SEC’s web site at xxx.xxx.xxx or from Take-Take at xxx.xxxx0xxxxx.xxx. The Proxy Statement will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies contents of the Proxy Statement and other documents filed with websites referenced herein are not deemed to be incorporated by reference into the SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxxproxy statement. In addition, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, Take-Two and its directors and executive officers, officers and the director nominees may be deemed to be participants in the solicitation of proxies from in connection with the shareholders 2010 Annual Meeting of the Company in respect of the transactions contemplated by the Merger AgreementStockholders. Information regarding the Company’s Take-Two directors and executive officers is contained and the director nominees will be included in the proxy statement. ### Exhibit C [Form of Confidentiality Agreement] TAKE-TWO INTERACTIVE SOFTWARE, INC. 000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 To: [Insert Icahn Group member] Ladies and Gentlemen: This letter agreement shall become effective upon the election to the Board of Directors of the Company of the Icahn Suggested Nominees. It results from an Agreement, dated as of January 20, 2010 (the “Agreement”), by and among Take-Two Interactive Software, Inc. (the “Company”) and the Icahn Group (as defined therein). Capitalized terms used in this letter agreement not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. Among other things, pursuant to the terms of the Agreement, the Icahn Suggested Nominees will be included on the Company’s Form 10-K slate of nominees for election as directors of the year ended March 31Company at the Company’s 2010 annual meeting of stockholders. The Company understands and agrees that, 2016 subject to the terms of, and its proxy statement dated July 29in accordance with, 2015this letter agreement, which are filed with the SEC. To each Icahn Suggested Nominee may, if and to the extent holdings he desires to do so, disclose information he obtains while serving as a member of securities by the Board to you and your Representatives (as hereinafter defined) and may discuss such directors or executive officers have changed since information with such persons, subject to the amounts printed in the 2015 proxy statementterms and conditions of this letter agreement. As a result, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional you may receive certain non-public information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement Company. You acknowledge that this information is proprietary to be filed by the Company and may include trade secrets or other relevant materials business information the disclosure of which could harm the Company. In consideration for, and as a condition of, non-public information being furnished to be filed you (and, subject to the restrictions in paragraph 2 below, your agents, representatives, attorneys, advisors, directors, officers, members, partners and employees, collectively, “Representatives”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or affiliates that is furnished to you or your Representatives (regardless of the manner in which it is furnished, including without limitation in written or electronic format or orally, gathered by visual inspection or otherwise) by any Icahn Suggested Nominee, or by or on behalf of the Company, together with any notes, analyses, reports, models, compilations, studies, interpretations, documents or records containing, referring, relating to, based upon or derived from such information, in whole or in part (collectively, “Confidential Information”), in accordance with the SEC when they become availableprovisions of this letter agreement, and to take or abstain from taking the other actions hereinafter set forth.

Appears in 1 contract

Samples: Agreement (Take Two Interactive Software Inc)

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans Growth Capital intends to file with the Securities SEC a registration statement on Form S-4 with a proxy statement containing information about the proposed transaction and Exchange Commission (the “SEC”) respective businesses of Cepton and Growth Capital. Growth Capital will mail a final prospectus and definitive proxy statement and other relevant documents after the SEC completes its review. Growth Capital stockholders are urged to its shareholders a Proxy Statement read the preliminary prospectus and proxy statement and any amendments thereto and the final prospectus and definitive proxy statement in connection with the Merger. Additionallysolicitation of proxies for the special meeting to be held to approve the proposed transaction, the Company will file other relevant materials with the SEC in connection with the Merger. The Proxy Statement because these documents will contain important information about Growth Capital, Cepton and the Company, proposed transaction. The final prospectus and definitive proxy statement will be mailed to stockholders of Growth Capital as of a record date to be established for voting on the Transitory Subsidiary, OSI, the Merger and related mattersproposed transaction. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders Stockholders of Growth Capital will also be able to obtain a free copies copy of the Proxy Statement proxy statement, as well as other filings containing information about Growth Capital, without charge, at the SEC’s website (xxx.xxx.xxx) or by calling 0-000-XXX-0000. Copies of the proxy statement and Growth Capital’s other filings with the SEC can also be obtained, without charge, by directing a request to: Growth Capital Acquisition Corp. 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000. Additionally, all documents filed with the SEC by can be found on Growth Capital’s website, xxx.xxxxxxxx.xxx. Participants in the Company Solicitation Cepton and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In addition, investors Growth Capital and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, and its their respective directors and executive officers, officers and other members of management and employees may be deemed to participants in the solicitation of proxies in connection with the proposed business combination. Growth Capital stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of Growth Capital in Growth Capital’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021, which was filed with the SEC on July 19, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from Growth Capital’s stockholders in connection with the shareholders of the Company in respect of the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained proposed business combination will be included in the Company’s Form 10-K for the year ended March 31, 2016 and its definitive proxy statement dated July 29, 2015, which are filed statement/prospectus that Growth Capital intends to file with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company and other relevant materials to be filed with the SEC when they become available.

Appears in 1 contract

Samples: Growth Capital Acquisition Corp.

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail mailed to its shareholders a Proxy Statement in connection with the Merger. Additionally, the Company will file other relevant materials with the SEC in connection with the Merger. The Proxy Statement will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company and other relevant materials to be filed with the SEC when they become available.

Appears in 1 contract

Samples: Merger Agreement (American Science & Engineering, Inc.)

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or In connection with the solicitation of an offer to sell any securities. The Company plans proposed merger, Zoom intends to file with the Securities SEC a registration statement on Form S-4, which will include a document that serves as a prospectus of Zoom and Exchange Commission a proxy statement of Five9 (the “proxy statement/prospectus”). After the registration statement has been declared effective by the SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger. Additionally, the Company proxy statement/prospectus will file other relevant materials with the be delivered to stockholders of Five9. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SECURITY HOLDERS OF ZOOM AND FIVE9 ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER THAT WILL BE FILED WITH THE SEC in connection with the Merger. The Proxy Statement will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is availableWHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders will be able to obtain free copies of the Proxy Statement proxy statement/prospectus (when available) and other documents filed by Zoom and Five9 with the SEC, without charge, through the website maintained by the SEC at xxxx://xxx.xxx.xxx. Copies of the documents filed with the SEC by the Company and OSI through the web site maintained by Zoom will be available free of charge under the SEC at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies Filings heading of the Proxy Statement from the CompanyInvestor Relations section of Zoom’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders xxxxx://xxxxxxxxx.Xxxx.xx/. Copies of the Company in respect of the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company and other relevant materials to be documents filed with the SEC when they become available.by Five9 will be available free of charge under the Financials & Filings heading of the Investor Relations section of Five9’s website at xxxxx://xxxxxxxxx.Xxxx0.xxx/.

Appears in 1 contract

Samples: Agreement and Plan of Merger

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer may be deemed to buy or be solicitation material in respect of the solicitation of an offer to sell any securitiesproposed merger. The Company plans to In connection with the proposed merger, Cleco will file with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement and mail to its shareholders a Proxy Statement in connection with the Merger. Additionallydefinitive proxy statement, the Company will and may file other relevant materials documents with the SEC. The definitive proxy statement will be mailed to Cleco’s shareholders. This communication does not constitute a solicitation of any vote or approval. Before making any voting decision, Cleco’s shareholders are urged to read the definitive proxy statement in its entirety when it becomes available and any other documents to be filed with the SEC in connection with the Merger. The Proxy Statement proposed merger or incorporated by reference in the definitive proxy statement because they will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related mattersproposed merger. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain a free copies copy of the Proxy Statement definitive proxy statement, when available, and other relevant documents filed by Cleco with the SEC by at the Company and OSI through the web site maintained by the SEC SEC’s website at xxx.xxx.xxxxxxx://xxx.xxx.xxx. In addition, investors and security holders will be able to download copies may obtain a free copy of the Proxy Statement definitive proxy statement, when available, and other relevant documents from the CompanyCleco’s website at xxxx://xx.xx-x.xxx/xxx.xxx xxxx://xxx.xxxxx.xxx or by emailing xx@xx-x.xxxdirecting a request to: Cleco Corporation, P.O. Box 5000, Pineville, LA 71361-5000, Attn: Shareholder Assistance, (000) 000-0000. The Company, Participants in the Solicitation Cleco and its directors directors, executive officers and executive officers, certain other members of management and employees may be deemed to be participants “participants” in the solicitation of proxies from the shareholders of Cleco in connection with the Company in respect of the transactions contemplated by the Merger Agreementproposed merger. Information regarding the Company’s directors and executive officers is contained interests of the persons who may, under the rules of the SEC, be considered participants in the Companysolicitation of the shareholders of Cleco in connection with the proposed merger, which may be different than those of Cleco’s Form 10-K for shareholders generally, will be set forth in the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are and other relevant documents to be filed with the SEC. To the extent holdings of securities by such Shareholders can find information about Cleco and its directors or and executive officers have changed since and their ownership of Cleco’s common stock in Cleco’s definitive proxy statement for its 2014 annual meeting of shareholders, which was filed with the amounts printed SEC on March 14, 2014, and in the 2015 proxy statement, such changes have been or will be reflected on Statements subsequently filed Form 4s of Change in Ownership on Form 4 directors and executive officers filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company and other relevant materials to be filed with the SEC when they become available.Cleco Analyst/Investor Contact: Xxx Xxxxxx xxx.xxxxxx@xxxxx.xxx (000) 000-0000 Cleco Media Contacts: Xxxxxx Xxxxxx xxxxxx.xxxxxx@xxxxx.xxx (000) 000-0000 Xxxxx Xxxxx Xxxxxxx Golden / Xxxxxxx Xxxxxxx / Xxx Xxxxxxxxx (000) 000-0000 Macquarie Contact: Xxxxx Xxxxxxxx xxxxx.xxxxxxxx@xxxxxxxxx.xxx (000) 000-0000 bcIMC Contact: Xxxx-Xxx Xxxxxxxxxx xxxxxxxxxxxxxx@xxxxx.xxx (000) 000-0000

Appears in 1 contract

Samples: Cleco Enters Agreement (Cleco Corp)

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer may be deemed to buy or be solicitation material in respect of the solicitation proposed acquisition of an offer to sell any securitiesNavistar by XXXXXX. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in In connection with the Merger. Additionallyproposed acquisition, the Company will Navistar intends to file other relevant materials with the SEC in connection with the Merger. The Proxy Statement will contain important information about the CompanySEC, the Transitory Subsidiaryincluding a proxy statement on Schedule 14A. INVESTORS AND STOCKHOLDERS OF NAVISTAR ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, OSIINCLUDING NAVISTAR’S PROXY STATEMENT, the Merger and related mattersBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders stockholders of Navistar will be able to obtain free copies of the Proxy Statement proxy statement and other documents filed with the SEC by (when available) free of charge at the Company and OSI through the SEC’s web site maintained by the SEC at xxx.xxx.xxx. In additionsite, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxxxxxx://xxx.xxx.xxx. The Companyproxy statement is not currently available. Participants in the Solicitation Navistar, TRATON and its their respective directors and executive officers, officers may be deemed to be participants in the solicitation of proxies from the shareholders of the Company Navistar’s stockholders in respect of the transactions contemplated by the Merger Agreementproposed acquisition. Information regarding about the Company’s directors and executive officers of Navistar is contained set forth in the proxy statement for its 2020 annual meeting of stockholders, which was filed with the SEC on January 6, 2020, and in the Company’s Annual Report on Form 10-K for the fiscal year ended March October 31, 2016 and its proxy statement dated July 29, 20152019, which are was filed with the SECSEC on December 17, 2019. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional Other information regarding the participants in the proxy solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company proxy statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available. Forward-Looking Statements Certain statements in this communication, that are not purely historical, may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995, each as amended. Forward-looking statements provide current expectations of future events and include any statement that does not directly relate to any historical or current fact. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” or other similar expressions may identify such forward-looking statements. Actual results may differ materially from those discussed in forward-looking statements as a result of factors, risks and uncertainties over which Navistar has no control. These factors, risks and uncertainties include, but are not limited to, the following: (i) conditions to the completion of the proposed acquisition, including stockholder approval of the proposed acquisition, may not be satisfied or the regulatory approvals required for the proposed acquisition may not be obtained on the terms expected or on the anticipated schedule; (ii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement between the parties to the proposed acquisition; (iii) the effect of the announcement or pendency of the proposed acquisition on Navistar’s business relationships, operating results, and business generally; (iv) risks that the proposed acquisition disrupts Navistar’s current plans and operations and potential difficulties in Navistar’s employee retention as a result of the proposed acquisition; (v) risks related to diverting management’s attention from our ongoing business operations; (vi) potential litigation that may be instituted against Navistar or its directors or officers related to the proposed acquisition or the merger agreement between the parties to the proposed acquisition; (vii) the amount of the costs, fees, expenses and other charges related to the proposed acquisition; and (viii) such other factors as are set forth in Navistar’s periodic public filings with the SEC, including but not limited to those described under the headings “Risk Factors” and “Forward Looking Statements” in its Form 10-K for the fiscal year ended October 31, 2019, its quarterly report on Form 10-Q for the period ended April 30, 2020, and in its other filings made with the SEC from time to time, which are available via the SEC’s website at xxx.xxx.xxx.

Appears in 1 contract

Samples: traton.com

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file In connection with the proposed arrangement and required shareholder approval, Novelis Inc. will file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger). Additionally, the Company will file other relevant materials with the SEC in connection with the Merger. The Proxy Statement will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related mattersINVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NOVELIS AND THE ARRANGEMENT. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to may obtain free copies of the Proxy Statement these documents (when they are available) and other documents filed with the SEC by at the Company and OSI through the SEC’s web site maintained by the SEC at xxx.xxx.xxxwxx.xxx.xxx. In addition, investors and security holders will the documents filed by Novelis with the SEC may be able to download copies obtained free of charge by contacting Novelis at 3000 Xxxxxxxxx Xxxx XX, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: Corporate Secretary. Our filings with the Proxy Statement from the Company’s SEC are also available on our website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxxwxx.xxxxxxx.xxx. The Company, Participants in the Solicitation Novelis and its officers and directors and executive officers, may be deemed to be participants in the solicitation of proxies from Novelis’ shareholders with respect to the shareholders of the Company in respect of the transactions contemplated by the Merger Agreementarrangement. Information about Novelis’ officers and directors and their ownership of Novelis’ common shares is set forth in the proxy circular for Novelis’ 2006 Annual Meeting of Shareholders, which was filed with the SEC on September 15, 2006. Investors and security holders may obtain more detailed information regarding the Company’s direct and indirect interests of Novelis and its respective officers and directors and executive officers is contained in the Company’s acquisition by reading the preliminary and definitive proxy statements regarding the arrangement, which will be filed with the SEC. Statements made in this news release which describe Novelis’ intentions, expectations or predictions may be forward-looking statements within the meaning of securities laws. Examples of forward-looking statements in this news release include those related to Novelis’ expectation to close the sale during the second quarter. Novelis cautions that, by their nature, forward- looking statements involve risk and uncertainty. We do not intend, and we disclaim any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Important risk factors which could impact Novelis’ ongoing review of its strategic alternatives are included under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended March December 31, 2016 and its proxy statement dated July 292005, 2015, which are as filed with the SEC, and are specifically incorporated by reference into this news release. To the extent holdings SOURCE Novelis Inc. CONTACT: Media: Cxxxxxx Xxxxxx, +0-000-000-0000, cxxxxxx.xxxxxx@xxxxxxx.xxx, or Investor: Exxx Xxxxxx, +0-000-000-0000, exxx.xxxxxx@xxxxxxx.xxx, both of securities by such directors Novelis Inc.; or executive officers have changed since the amounts printed in the 2015 proxy statementDx. Xxxxxxx Xxx of Aditya Birla, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests+00-00-0000-0000, by security holdings or otherwiseHandset: +00-00000-00000, will be contained in the Proxy Statement to be filed by the Company and other relevant materials to be filed with the SEC when they become available.pxxxxxxxxx@xxxxxxxxxxx.xxx

Appears in 1 contract

Samples: Novelis Inc.

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or In connection with the solicitation proposed acquisition of an offer to sell any securities. The Company plans to Engility, SAIC will file with the Securities and Exchange Commission (SEC a registration statement on Form S-4 to register the “SEC”) and mail shares of SAIC common stock to its shareholders a Proxy Statement be issued in connection with the Merger. Additionally, the Company will file other relevant materials with the SEC in connection with the Mergermerger. The Proxy Statement registration statement will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders include a joint proxy statement/prospectus which will be able sent to obtain free copies the shareholders of SAIC and Engility seeking their approval of the Proxy Statement and other documents filed with the proposed transaction. WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE JOINT PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT ON FORM S-4 AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxxIN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT SAIC, ENGILITY, AND THE PROPOSED TRANSACTION. In additionParticipants in Solicitation SAIC, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The CompanyEngility, and its directors and their respective directors, executive officers, and other employees may be deemed to be participants in the solicitation of proxies from the shareholders stockholders of SAIC and Engility in connection with the Company in respect of the transactions contemplated by the Merger Agreementproposed transaction. Information regarding the Companyabout SAIC’s directors and executive officers and directors is contained set forth in the Company’s its Annual Report on Form 10-K for K, which was filed with the year ended SEC on March 3129, 2016 2018 and its proxy statement dated July 29, 2015for its 2018 annual meeting of stockholders, which are was filed with the SEC on April 25, 2018. Information about Engility’s executive officers and directors is set forth in its Annual Report on Form 10-K, which was filed with the SEC on March 2, 2018, and the proxy statement for its 2018 annual meeting of stockholders, which was filed with the SEC on April 13, 2018. Investors may obtain more detailed information regarding the direct and indirect interests of SAIC, Engility, and their respective executive officers and directors in the transaction by reading the preliminary and definitive joint proxy statement/prospectus regarding the transaction, which will be filed with the SEC. To Forward-Looking Statements Certain statements in this written communication contain or are based on “forward-looking” information within the extent holdings meaning of securities the Private Securities Litigation Reform Act of 1995 that involves risks and uncertainties concerning the proposed transaction between SAIC and Engility, SAIC’s and Engility’s expected financial performance, and SAIC’s and Engility’s strategic and operational plans. In some cases, you can identify forward-looking statements by words such directors as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” and similar words or executive officers phrases. Forward-looking statements in this written communication include, among others, statements regarding benefits of the proposed acquisition (including anticipated future financial operating performance and results), estimates of future revenues, operating income, earnings, earnings per share, charges, backlog, outstanding shares and cash flows, as well as statements about future dividends, share repurchases and other capital deployment plans. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Actual performance and results may differ materially from the forward-looking statements made in this written communication depending on a variety of factors, including: the possibility that the transaction will not close or that the closing may be delayed; the possibility that SAIC or Engility may be unable to obtain stockholder approval as required for the transaction or that the other conditions to the closing of the transaction may not be satisfied; the risk that Engility will not be integrated successfully into SAIC following the consummation of the acquisition and the risk that revenue opportunities, cost savings, synergies and other anticipated benefits from the merger may not be fully realized or may take longer to realize than expected, diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from the acquisition, difficulties in entering markets in which we have changed since previously had limited direct prior experience, the amounts printed potential loss of customers and other business partners following announcement of the acquisition, our ability to obtain financing on anticipated terms, compliance with new bank financial and other covenants, assumption of the known and unknown liabilities of the acquired company, recordation of goodwill and nonamortizable intangible assets subject to regular impairment testing and potential impairment charges, incurrence of amortization expenses related to certain intangible assets, assumption that we will enjoy material future tax benefits acquired in connection with the acquisition, developments in the 2015 proxy statementU.S. government defense and intelligence community budgets, including budget reductions, implementation of spending cuts (sequestration) or changes in budgetary priorities; delays in the U.S. government budget process or approval to raise the U.S. debt ceiling; delays in the U.S. government contract procurement process or the award of contracts; delays or loss of contracts as result of competitor protests; changes in U.S. government procurement rules, regulations and practices; our compliance with various U.S. government and other government procurement rules and regulations; governmental reviews, audits and investigations of our company; our ability to effectively compete and win contracts with the U.S. government and other customers; our ability to attract, train and retain skilled employees, including our management team, and to retain and obtain security clearances for our employees; our ability to accurately estimate costs associated with our firm-fixed-price and other contracts; cybersecurity, data security or other security threats, systems failures or other disruptions of our business; resolution of legal and other disputes with our customers and others or legal or regulatory compliance issues, including in relation to the transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; our ability to effectively deploy capital and make investments in our business; our ability to maintain relationships with prime contractors, subcontractors and joint venture partners; our ability to manage performance and other risks related to customer contracts; the adequacy of our insurance programs designed to protect us from significant product or other liability claims; our ability to declare future dividends based on our earnings, financial condition, capital requirements and other factors, including compliance with applicable laws and contractual agreements; and our ability to execute our business plan and long-term management initiatives effectively and to overcome these and other known and unknown risks that we face. These are only some of the factors that may affect the forward-looking statements contained in this written communication. You should be aware that new factors may emerge from time to time and it is not possible for us to identify all such changes have been factors, nor can we predict the impact of each such factor on the proposed transaction or will be reflected on Statements of Change in Ownership the combined company. For further information concerning risks and uncertainties associated with our business, please refer to the filings on Form 4 filed 10-K, 10-Q and 8-K that we or Engility make from time to time with the SEC, including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Legal Proceedings” sections of our and Engility’s Annual Report on Form 10-K which may be viewed or obtained through the Investor Relations section of our web site at xxx.xxxxxxxxx.xxxx.xxx or Engility’s web site at xxx.xxxxxxxx.xxx. Additional All information regarding the participants in the solicitation of proxies in respect this written communication is as of the transactions contemplated by the Merger Agreement date hereof. SAIC and a description of their direct Engility expressly disclaims any duty to update any forward-looking statement provided in this written communication to reflect subsequent events, actual results or changes in SAIC’s or Engility’s expectations. SAIC and indirect interests, by security holdings Engility also disclaims any duty to comment upon or otherwise, will correct information that may be contained in the Proxy Statement to be filed reports published by the Company and other relevant materials to be filed with the SEC when they become availableinvestment analysts or others.

Appears in 1 contract

Samples: Definitive Agreement

Additional Information and Where to Find It. This communication is for informational purposes only GX has filed a registration statement on Form S-4, as amended on March 29, 2021, April 23, 2021, and is not an offer to buy or June 22, 2021 (the solicitation of an offer to sell any securities. The Company plans to file “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) ), which includes the proxy statement distributed to holders of GX’s common stock in connection with GX’s solicitation of proxies for the vote by GX’s stockholders with respect to the Business Combination and mail other matters as described in the Registration Statement, and a prospectus relating to its shareholders a Proxy Statement the offer of the securities to be issued to Celularity’s stockholders in connection with the MergerBusiness Combination. AdditionallyThe Registration Statement was declared effective by the SEC on June 25, 2021 and the Company will file definitive proxy statement/prospectus and other relevant materials with documents have been mailed to GX’s stockholders as of the SEC record date established for voting on the Business Combination and the other proposals regarding the Business Combination. GX’s stockholders and other interested persons are advised to read the definitive proxy statement / prospectus in connection with GX’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the Merger. The Proxy Statement Business Combination, because these documents will contain important information about GX, Celularity and the Company, the Transitory Subsidiary, OSI, the Merger and related mattersBusiness Combination. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to Stockholders may also obtain free copies a copy of the Proxy Statement definitive proxy statement/prospectus, as well as other documents filed with the SEC regarding the Business Combination and other documents filed with the SEC by the Company and OSI through the web site maintained by GX, without charge, at the SEC website located at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx wxx.xxx.xxx or by emailing xx@xx-x.xxxdirecting a request to GX, 1000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000. The Company, Participants in the Solicitation GX and its directors and executive officers, officers may be deemed to be participants in the solicitation of proxies from of GX’s stockholders in connection with the shareholders of the Company in respect of the transactions contemplated by the Merger AgreementBusiness Combination. Information GX’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the Company’s directors and executive officers is contained of GX in the CompanyGX’s Annual Report on Form 10-K for the fiscal year ended March December 31, 2016 and its proxy statement dated July 29, 20152020, which are was filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statementSXX xx Xxxxx 0, such changes have been or will be reflected 0000, XX’s Definitive Proxy Statement on Statements of Change in Ownership on Form 4 Schedule 14A, which was filed with the SECSEC on December 4, 2020, the Registration Statement and the definitive proxy statement/prospectus, which was filed with the SEC on June 25, 2021. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of GX’s stockholders in connection with the Business Combination and other matters to be voted upon at the special meeting are set forth in the definitive proxy statement/prospectus for the Business Combination. Additional information regarding the interests of participants in the solicitation of proxies in respect of connection with the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained Business Combination is included in the Proxy Statement to be filed by definitive proxy statement/prospectus for the Company and other relevant materials to be filed with the SEC when they become availableBusiness Combination.

Appears in 1 contract

Samples: GX Acquisition Corp.

Additional Information and Where to Find It. Conatus will file a report on Form 8-K with the SEC regarding the proposed transaction with Histogen Inc. All parties desiring details regarding the merger are urged to review the Form 8-K and exhibits attached thereto, which are available at the SEC’s website at xxx.xxx.xxx. This communication is for informational purposes only and is press release does not constitute an offer to buy sell or the solicitation of an offer to sell buy any securitiessecurities or a solicitation of any vote or approval. The Company This communication may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed merger, Conatus expects to file a registration statement on Form S-4 with the SEC that will include a proxy statement of Conatus and that will also constitute a prospectus of Conatus, which proxy statement/prospectus will be mailed or otherwise disseminated to Conatus stockholders when it becomes available. Conatus also plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger. Additionally, the Company will file other relevant materials documents with the SEC in connection with regarding the Mergerproposed merger transaction. The Proxy Statement will contain important information about INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER TRANSACTION. In addition to receiving the Companyproxy statement by mail, the Transitory Subsidiary, OSI, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders stockholders also will be able to obtain free copies of these documents, as well as other filings containing information about Conatus, the Proxy Statement proposed merger and other documents filed with related matters, without charge, from the SEC by the Company and OSI through the web site maintained by the SEC SEC’s website at xxx.xxx.xxx. In addition, investors these documents can be obtained, without charge, by sending an e-mail to xxxx@xxxxxxxxxxxxx.xxx, along with complete contact details and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx a mailing address or by emailing xx@xx-x.xxxcontacting Conatus at (000) 000-0000. The CompanyParticipants in Solicitation Conatus and certain of its directors, executive officers and its directors other members of management and executive officersemployees may, may under SEC rules, be deemed to be participants in the solicitation of proxies from stockholders with respect to the shareholders of the Company in respect of the transactions contemplated by the Merger Agreementmerger. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SEC. To the extent holdings of securities by such directors persons or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will entities who may be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the considered participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained set forth in the Proxy Statement proxy statement and Form S-4 relating to the merger when it is filed with the SEC. Information regarding the directors and executive officers of Conatus is set forth in the proxy statement for Conatus’ 2019 Annual Meeting of Stockholders, which was filed with the SEC on April 27, 2019. Additional information regarding the interests of such potential participants will be filed by included in the Company proxy statement and Form S-4 and the other relevant materials to be documents filed with the SEC when they become available.

Appears in 1 contract

Samples: Conatus Pharmaceuticals Inc.

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer release may be deemed to buy or the be solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement material in connection with the Mergermatters to be considered at the 2016 annual meeting (the “2016 Annual Meeting”) of shareholders of UAL. Additionally, the Company will UAL intends to file other relevant materials a proxy statement and a WHITE proxy card with the SEC in connection with the Mergerany such solicitation of proxies from UAL shareholders. The Proxy Statement will contain important information about the CompanyUAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, the Transitory Subsidiary, OSI, the Merger and related mattersBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders Shareholders will be able to obtain free copies of the Proxy Statement any proxy statement, any amendments or supplements thereto and other documents filed by UAL with the SEC by for no charge at the Company and OSI through the web site maintained by the SEC SEC’s website at xxx.xxx.xxx. In addition, investors and security holders Copies will also be able to download copies of the Proxy Statement from the Companyavailable at no charge at UAL’s website at xxxx://xx.xx-x.xxx/xxx.xxx xxxx://xx.xxxxxx.xxx/ in the “Securities Filings” section or by emailing xx@xx-x.xxxwriting to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. The Company, Participants in the Solicitation UAL and its directors and executive officers, officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders in connection with the shareholders of matters to be considered at the Company in respect of the transactions contemplated by the Merger Agreement2016 Annual Meeting. Information Investors may obtain information regarding the Company’s UAL and its directors and executive officers is contained in the CompanyUAL’s Annual Report on Form 10-K for the year ended March December 31, 2016 and its proxy statement dated July 29, 2015, which are was filed with the SECSEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by such UAL’s directors or executive officers have changed since the amounts printed disclosed in the definitive proxy statement for the 2015 proxy statementAnnual Meeting, 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. Additional More detailed information regarding the identity of potential participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement solicitation, and a description of their direct and or indirect interests, by security holdings or otherwise, will be contained set forth in the Proxy Statement to be filed by the Company proxy statement and other relevant materials to be filed with the SEC when they in connection with the 2016 Annual Meeting. ### Exhibit B Form of Stockholder Press Release United Stockholders Altimeter Capital and PAR Capital Announce Proxy Contest Resolution MENLO PARK, CA and BOSTON, MA (April 20, 2016) – Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board – Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become availablenon-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees – Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us – both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” About Altimeter Capital Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. About PAR Capital Management PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. About Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. About Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University. CONTACTS

Appears in 1 contract

Samples: Agreement (Altimeter Capital Management, LP)

Additional Information and Where to Find It. This communication is for informational purposes only The Company, its directors and is not an offer to buy or certain executive officers are participants in the solicitation of an offer to sell any securitiesproxies from shareholders in connection with the Company's 2015 Annual Meeting of Shareholders (the "Annual Meeting"). The Company plans to file a proxy statement (the "2015 Proxy Statement") with the Securities and Exchange Commission (the "SEC") and mail to its shareholders a Proxy Statement in connection with the Mergersolicitation of proxies for the Annual Meeting. Additionally, Information regarding the names of the Company's directors and executive officers and their respective interests in the Company will file other relevant materials with the SEC by security holdings or otherwise is set forth in connection with the Merger. The Proxy Statement will contain important information about the Company's proxy statement for its 2014 annual meeting of shareholders, the Transitory Subsidiary, OSI, the Merger and related matters. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxxon March 12, 2014. In addition, investors and security holders will Additional information can be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in respect of the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained found in the Company’s 's Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SEC. To the extent holdings of the Company's securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statementstatement for the 2014 annual meeting of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SEC's website at wxx.xxx.xxx. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of such participants, including their direct and or indirect interests, by security holdings or otherwise, will be contained included in the 2015 Proxy Statement to be filed by the Company and other relevant materials documents to be filed with the SEC when in connection with the Annual Meeting. Promptly after filing its definitive 2015 Proxy Statement with the SEC, the Company will mail the definitive 2015 Proxy Statement and a white proxy card to each shareholder entitled to vote at the Annual Meeting. SHAREHOLDERS ARE URGED TO READ THE 2015 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain, free of charge, copies of the definitive 2015 Proxy Statement and any other documents filed by the Company with the SEC in connection with the Annual Meeting at the SEC's website (hxxx://xxx.xxx.xxx), at the Investors section of the Company's website (hxxx://xxx.xxxxxxxxxxx.xxx) or by writing to Investor Relations, Campus Crest Communities, Inc., 2000 Xxxxxxx Xxxx, Suite 414, Charlotte, NC 28211. Forward-Looking Statements This press release, together with other statements and information publicly disseminated by the Company, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as "may," "will," "should," "expects," "intends," "plans," "anticipates," "believes," "estimates," "predicts" or "potential" or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You should not rely on forward-looking statements since they become available.involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company's control that may cause actual results to differ significantly from those expressed in any forward-looking statement. All forward-looking statements reflect the Company's good faith beliefs, assumptions and expectations, but they are not guarantees of future performance. Furthermore, except as otherwise required by federal securities laws, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause the Company's future results to differ materially from any forward-looking statements, see the risk factors discussed in the Company's most recent Annual Report on Form 10-K, as updated in the Company's Quarterly Reports on Form 10-Q. Contact: Investor Relations (000) 000-0000 Ixxxxxxx.Xxxxxxxxx@XxxxxxXxxxx.xxx

Appears in 1 contract

Samples: Agreement (Campus Crest Communities, Inc.)

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer release may be deemed to buy or the be solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement material in connection with the Mergermatters to be considered at the 2016 annual meeting (the “2016 Annual Meeting”) of shareholders of UAL. Additionally, the Company will UAL intends to file other relevant materials a proxy statement and a WHITE proxy card with the SEC in connection with the Mergerany such solicitation of proxies from UAL shareholders. The Proxy Statement will contain important information about the CompanyUAL SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE, the Transitory Subsidiary, OSI, the Merger and related mattersBECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders Shareholders will be able to obtain free copies of the Proxy Statement any proxy statement, any amendments or supplements thereto and other documents filed by UAL with the SEC by for no charge at the Company and OSI through the web site maintained by the SEC SEC’s website at xxx.xxx.xxx. In addition, investors and security holders Copies will also be able to download copies of the Proxy Statement from the Companyavailable at no charge at UAL’s website at xxxx://xx.xx-x.xxx/xxx.xxx xxxx://xx.xxxxxx.xxx/ in the “Securities Filings” section or by emailing xx@xx-x.xxxwriting to UAL at 000 Xxxxx Xxxxxx Xxxxx Chicago, Illinois 60606, Attn: Corporate Secretary. The Company, Participants in the Solicitation UAL and its directors and executive officers, officers may be deemed to be participants in the solicitation of proxies from UAL’s shareholders in connection with the shareholders of matters to be considered at the Company in respect of the transactions contemplated by the Merger Agreement2016 Annual Meeting. Information Investors may obtain information regarding the Company’s UAL and its directors and executive officers is contained in the CompanyUAL’s Annual Report on Form 10-K for the year ended March December 31, 2016 and its proxy statement dated July 29, 2015, which are was filed with the SECSEC on February 18, 2016, and UAL’s definitive proxy statement for its 2015 annual meeting of shareholders (the “2015 Annual Meeting”), which was filed with the SEC on April 24, 2015. To the extent holdings of UAL securities by such UAL’s directors or executive officers have changed since the amounts printed disclosed in the definitive proxy statement for the 2015 proxy statementAnnual Meeting, 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. Additional More detailed information regarding the identity of potential participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement solicitation, and a description of their direct and or indirect interests, by security holdings or otherwise, will be contained set forth in the Proxy Statement to be filed by the Company proxy statement and other relevant materials to be filed with the SEC when they in connection with the 2016 Annual Meeting. ### Exhibit B Form of Stockholder Press Release See attached. United Stockholders Altimeter Capital and PAR Capital Announce Proxy Contest Resolution MENLO PARK, CA and BOSTON, MA (April 20, 2016) — Altimeter Capital Management, LP and PAR Capital Management, Inc. today announced a proxy-contest settlement agreement with United Continental Holdings, Inc. (NYSE: UAL) (United). Under the settlement terms, two Altimeter and PAR designees will immediately join the United Board — Xxxxxx X. Xxxxxxx, Managing Partner and portfolio manager at PAR, and Xxxxxx Xxxxxxx, former Chief Executive Officer at Orbitz Worldwide, Inc. United will also add a mutually-agreed upon third independent director to the Board within six months. “As long-term United investors, we are pleased with the reconstituted Board,” said Xxxx Xxxxxxxx, Founder and CEO at Altimeter Capital. “In the last three months, United has added five new highly-qualified independent directors with a sixth on the way, and United has announced that one of these new independent directors will become availablenon-executive chairman at the upcoming annual meeting. We are confident that the new Board will provide the guidance and oversight necessary to help United make its way back to the top.” Xxxx Xxxxxx, Founder and CEO of PAR Capital, said, “United has great potential, and we’re confident that these meaningful Board-level changes will help the Company reach that potential. We are eager to see the new Board turn its attention to creating stockholder value, improving labor relations, and enhancing customer satisfaction.” In a joint statement about the stockholder nominees, Xxxxxxxx and Xxxxxx said, “All stockholders owe a tremendous debt of gratitude to Altimeter’s stockholder nominees — Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx X’Xxxx, Xxxx Xxxxxxx, and Xxxxxx Xxxxxx Xxxx. From the beginning, they’ve inspired and impressed us — both professionally and personally. They added essential value to our campaign, and we couldn’t have achieved this all-around success without their credibility and their active participation, commitment, and professionalism.” “This is another sign that things are changing for the better at United under Oscar’s leadership,” said Xxxxxx Xxxxxxx, former Continental Airlines Chief Executive Officer. “United now has one of the best Boards in the airline business, and stockholders, customers, and front-line employees will see the benefits. While I won’t be serving on the Board, I look forward to doing whatever I can do to help Oscar, United’s dedicated employees, and the Company succeed.” About Altimeter Capital Altimeter is a global investment firm managing both public and private funds focused on the airline, travel, technology, internet, software, and consumer sectors. Altimeter was founded in 2008 by Xxxx Xxxxxxxx and has offices in Boston, Massachusetts and Menlo Park, California. About PAR Capital Management PAR Capital Management manages a private investment fund. The firm was founded in 1990 and is located in Boston, Massachusetts. PAR’s philosophy is based on the belief that long term investment success can be achieved through narrowly focused and rigorous fundamental research, disciplined portfolio management and the alignment of incentives between manager and client. About Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx, 51, is currently Managing Partner and portfolio manager at PAR Capital Management, Inc., a Boston-based investment management firm specializing in investments in travel, media and Internet-related companies. Before joining PAR Capital in 1997, Xx. Xxxxxxx was a Vice President at Wellington Management Company, and before that an Analyst at Xxxxxx Xxxxxxx & Co. Xx. Xxxxxxx also serves as Chairman of the Boards of Global Eagle Entertainment (NASDAQ:ENT) and Lumexis Corporation, and a director of Sonifi Solutions. He previously served on the board of US Airways and Xxx.xxx (NASDAQ: WEB), formerly Interland, Inc. Xx. Xxxxxxx earned his Bachelor of Science degree in economics from the University of Pennsylvania’s Xxxxxxx School and an MBA from UCLA’s Xxxxxxxx School of Management. About Xxxxxx Xxxxxxx Xxxxxx Xxxxxxx, 44, served as Chief Executive Officer of Orbitz Worldwide, Inc. from 2009 to 2015, leading a successful turn-around that culminated in a sale to Expedia, Inc. in 2015. Previously, Harford served in multiple roles at Expedia from 1999 to 2006, including as President of Expedia Asia Pacific from 2004 to 2006, leading the company’s entry into China, Japan and Australia. Harford serves as Non-Executive Chairman of the Board of Lola, a chat-based travel planning service that offers customers personalized recommendations for hotels, flights and more. He also serves on the Board of LiquidPlanner, a dynamic project management solution for technology teams. Harford previously served on the Boards of eLong, GlobalEnglish, Crystal Orange Hotel Group (formerly Mandarin Hotel Holdings) and Orbitz Worldwide. Harford holds an MBA degree from INSEAD and a Master of Arts degree in Natural Sciences from Clare College, Cambridge University. CONTACTS

Appears in 1 contract

Samples: Agreement (United Continental Holdings, Inc.)

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Additional Information and Where to Find It. This communication is for informational purposes only In connection with the merger agreement and is not an offer to buy or the solicitation of an offer to sell any securities. The proposed business combination, the Company plans intends to file with the Securities SEC a Registration Statement, which will include a preliminary proxy statement/prospectus and Exchange Commission (a proxy statement/prospectus. The Company’s stockholders and other interested persons are advised to read, when available, the “SEC”) preliminary proxy statement/prospectus and mail to its shareholders a Proxy Statement the amendments thereto and the definitive proxy statement/prospectus and documents incorporated by reference therein filed in connection with the Merger. Additionallybusiness combination, the Company will file other relevant as these materials with the SEC in connection with the Merger. The Proxy Statement will contain important information about the Company, the Transitory Subsidiary, OSITMTG, the Merger Agreement and related mattersthe Business Combination. Investors When available, the definitive proxy statement/prospectus and security holders are urged other relevant materials for the business combination will be mailed to read stockholders of the Proxy Statement carefully when it is availableCompany as of a record date to be established for voting on the business combination. Investors and security holders Stockholders of the Company will also be able to obtain free copies of the Proxy Statement Registration Statement, the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC that will be incorporated by reference therein, without charge, once available, at the Company and OSI through the SEC’s web site maintained by the SEC at xxx.xxx.xxx. In additionwxx.xxx.xxx, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxxdirecting a request to: Digital World Acquisition Corp., 70 XX 0xx Xxxxxx, Xxxxx, XX 00000. The CompanyParticipants in the Solicitation DWAC, TMTG and its directors and their respective directors, executive officers, other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders Company’s stockholders with respect to the proposed business combination. Investors and securityholders may obtain more detailed information regarding the names and interests in the business combination of the Company in respect of the transactions contemplated by the Merger Agreement. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed filings with the SEC. To , including the extent holdings of securities by Registration Statement, and such information with respect to TMTG’s directors or and executive officers have changed since the amounts printed will also be included in the 2015 proxy statement, such changes have been or will be reflected on Registration Statement. Forward Looking Statements of Change in Ownership This Current Report on Form 4 filed 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Business Combination between TMTG and the Company, including without limitation statements regarding the anticipated benefits of the Business Combination, the anticipated timing of the Business Combination, the implied enterprise value, future financial condition and performance of TMTG and the combined company after the Closing and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination, the level of redemptions of the Company’s public stockholders and the products and markets and expected future performance and market opportunities of TMTG. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this Current Report on Form 8-K, including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities, (ii) the risk that the business combination may not be completed by the Company’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by the Company, (iii) the failure to satisfy the conditions to the consummation of the business combination, including the approval of the merger agreement by the stockholders of the Company, (iv) the lack of a third-party fairness opinion in determining whether or not to pursue the proposed business combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (vi) the failure to achieve the minimum amount of cash available following any redemptions by Company stockholders; (vii) redemptions exceeding a maximum threshold or the failure to meet The Nasdaq Stock Market’s initial listing standards in connection with the SEC. Additional information regarding consummation of the participants contemplated transactions; (viii) the effect of the announcement or pendency of the business combination on TMTG’s business relationships, operating results, and business generally, (ix) risks that the proposed Business Combination disrupts current plans and operations of TMTG, (x) the outcome of any legal proceedings that may be instituted against TMTG or against the Company related to the merger agreement or the proposed business combination, (xi) changes in the solicitation of proxies digital advertising markets in which TMTG competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (xii) changes in domestic and global general economic conditions; (xiii) risk that TMTG may not be able to execute its growth strategies; (xiv) risks related to the ongoing COVID-19 pandemic and response; (xv) risk that TMTG may not be able to develop and maintain effective internal controls; (xvi) costs related to the business combination and the failure to realize anticipated benefits of the transactions contemplated by business combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, and (xvii) and those factors discussed in the Merger Agreement Company’s filings with the SEC and a description of their direct and indirect interests, by security holdings or otherwise, that that will be contained in the Proxy Registration Statement relating to the proposed business combination. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Registration Statement and other documents to be filed by the Company and other relevant materials from time to be filed time with the SEC when SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they become availableare made. Readers are cautioned not to put undue reliance on forward-looking statements, and while TMTG and the Company may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. Neither of TMTG or the Company gives any assurance that TMTG or the Company, or the combined company, will achieve its expectations.

Appears in 1 contract

Samples: Digital World Acquisition Corp.

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in In connection with the Merger. Additionallyproposed merger transaction, the Company will file with the SEC and furnish to the Company’s stockholders a proxy statement and other relevant materials documents. This press release does not constitute a solicitation of any vote or approval. Stockholders are urged to read the proxy statement when it becomes available and any other documents to be filed with the SEC in connection with the Merger. The Proxy Statement proposed merger or incorporated by reference in the proxy statement because they will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related mattersproposed merger. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be able to obtain a free copies copy of the Proxy Statement and other documents filed with the SEC by at the Company and OSI through the web site maintained by the SEC SEC’s website at xxx.xxx.xxxhxxx://xxx.xxx.xxx. In addition, investors and security holders will be able to download copies may obtain a free copy of the Proxy Statement from the Company’s website filings with the SEC from the investors section of the Company’s Web site at xxxx://xx.xx-x.xxx/xxx.xxx wxx.xxxxxxxx.xxx or by emailing xx@xx-x.xxx. The directing a request to: Independence Holding Company, 90 Xxxxxxxx Xxxxx Road, Stamford, CT 06902, (000) 000-0000. Participants in the Solicitation The Company and its directors directors, executive officers and executive officers, certain other members of management and employees of the Company may be deemed to be participants “participants” in the solicitation of proxies from the shareholders stockholders of the Company in respect of connection with the transactions contemplated by the Merger AgreementGoing Private Transaction. Information regarding the Company’s directors and executive officers is contained interests of the persons who may, under the rules of the SEC, be considered participants in the solicitation of the stockholders of the Company in connection with the Going Private Transaction, which may be different than those of the Company’s Form 10-K for stockholders generally, will be set forth in the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are and the other relevant documents to be filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional Stockholders can find information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by about the Company and other relevant materials to be its directors and executive officers and their ownership of the Company’s common stock in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, which was filed with the SEC when they become availableon April 30, 2021, and in Forms 4 of directors and executive officers filed with the SEC subsequent to that date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Independence Holding Co)

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in In connection with the Mergerproposed transaction, Skye will file a proxy statement on Schedule 14A and Emerald will file a management information circular, each containing important information about the proposed transaction and related matters. Additionally, the Company Emerald and Skye will file other relevant materials with the SEC in connection with the Mergerproposed transaction with the applicable securities regulatory authorities. The Proxy Statement Investors and security holders of Emerald and Xxxx are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents), respectively, when such documents become available before making any voting decision with respect to the proposed transaction because they will contain important information about the Companyproposed transaction and the parties to the transaction. The Emerald management information circular and the Skye proxy statement will be mailed to the Emerald and Skye shareholders, respectively, as well as be accessible on the Transitory Subsidiary, OSI, SEDAR and XXXXX profiles of the Merger and related mattersrespective companies. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders of Skye will be able to obtain a free copies copy of the Proxy Statement proxy statement, as well as other relevant filings containing information about Skye and other documents filed with the SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In additionproposed transaction, investors and security holders including materials that will be able incorporated by reference into the proxy statement, without charge, at the SEC's website (xxx.xxx.xxx) or from Skye by contacting Xxxx's Investor Relations at (000) 000-0000, by email at xx@xxxxxxxxxxxxxx.xxx, or by going to download copies of the Proxy Statement from the Company’s Skye's Investor Relations page on its website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Companyhttps:/xx.xxxxxxxxxxxxxx.xxx and clicking on the link titled "SEC Filings." Participants in the Solicitation Xxxx and certain of their respective directors, executive officers and its directors and executive officers, employees may be deemed to be participants in the solicitation of Skye proxies from the shareholders of the Company in respect of the transactions contemplated by the Merger Agreementproposed transaction. Information regarding the Company’s directors and executive officers is contained persons who may, under SEC rules, be deemed participants in the Company’s Form 10-K solicitation of proxies to Skye stockholders in connection with the proposed transaction will be set forth in the Skye proxy statement for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SECproposed transaction when available. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional Other information regarding the participants in the Skye proxy solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interestsinterests in the proposed transaction, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company such proxy statement and other relevant materials to be filed with the SEC when they become availablein connection with the proposed transaction. Copies of these documents may be obtained, free of charge, from the SEC or Skye as described in the preceding paragraph. Notice Regarding Forward-Looking Statements This press release contains (a) forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created by those sections and (b) forward-looking information for purposes of applicable Canadian securities laws. All statements in this press release that are not based on historical fact are "forward looking statements." These statements may be identified by words such as "estimates," "anticipates," "projects," "plans," "strategy," "goal," or "planned," "seeks," "may," "might", "will," "expects," "intends," "believes," "should," and similar expressions, or the negative versions thereof, and which also may be identified by their context. All statements that address operating performance or events or developments either party expects or anticipates will occur in the future, such as closing of the Arrangement, anticipated benefits of the Arrangement, timing of shareholder meetings and the mailing of proxy material in connection therewith, timing and receipt of required approvals; the ability of the parties to satisfy all of the conditions of closing, disposal of Emerald's cannabis related assets, stated objectives or goals, refinement of strategy, attempts to secure additional financing, the anticipated timing of the initiation and enrollment of clinical trials for Xxxx's product candidates, including the expected initiation of the Phase 1 study and potential Phase 2 study of SBI-100 OE, expectations on the timing and data readouts from Xxxx's clinical studies, or that are not otherwise historical facts, are forward-looking statements. While the parties have based any forward-looking statements included in this release on current expectations, the information on which such expectations were based may change. Actual results may differ from those set forth in this press release due to risks and uncertainties including satisfaction or waiver of all applicable conditions to closing of the Arrangement including, without limitation, receipt of all necessary shareholder, court, stock exchange and regulatory approvals or consents and lack of material changes with respect to the parties and their respective businesses, all as more particularly set forth in the Arrangement Agreement, the risks and uncertainties inherent in Skye's business, including, without limitation: potential delays from the ongoing COVID-19 pandemic, including clinical trial delays and clinical site staff shortages; Skye's dependence on third parties in connection with product manufacturing, research and preclinical and clinical testing; the results of preclinical studies and early clinical trials are not necessarily predictive of future results; Skye may use its capital resources sooner than it expects; the proposed business combination transaction with Emerald; general economic factors; competition in the industry and other risks described in Skye's prior press releases and Skye's filings with the Securities and Exchange Commission ("SEC"), including under the heading "Risk Factors" in the Company's annual report on Form 10-K filed on March 28, 2022 and any subsequent filings with the SEC. The parties urge you to consider all such risks and uncertainties in evaluating forward-looking statements. Readers are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the applicable securities laws, the parties disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in its expectations with regard thereto, or any change in events, conditions, or circumstances on which any such statement is based.

Appears in 1 contract

Samples: webfiles.thecse.com

Additional Information and Where to Find It. Supernova has filed a registration statement on Form S-4 with the SEC, which includes a proxy statement/prospectus, that is both the proxy statement that is being distributed to holders of Supernova’s common stock in connection with its solicitation of proxies for the vote by Supernova’s stockholders with respect to the proposed business combination and other matters as described in the registration statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the business combination. Supernova is mailing the definitive proxy statement/prospectus and other relevant documents to its stockholders. This communication is for informational purposes only press release does not contain all the information that should be considered concerning the proposed business combination and is not an offer intended to buy form the basis of any investment decision or any other decision in respect of the solicitation of an offer business combination. Supernova’s stockholders and other interested persons are advised to sell any securities. The Company plans to file with read the Securities preliminary proxy statement/prospectus included in the registration statement and Exchange Commission (the “SEC”) amendments thereto and mail to its shareholders a Proxy Statement the definitive proxy statement/prospectus and other documents filed in connection with the Merger. Additionallyproposed business combination, the Company will file other relevant as these materials with the SEC in connection with the Merger. The Proxy Statement will contain important information about Offerpad, Supernova and the Company, the Transitory Subsidiary, OSI, the Merger and related mattersbusiness combination. Investors and security holders Stockholders are urged to read the Proxy Statement carefully when it is available. Investors and security holders will be also able to obtain free copies of the Proxy Statement definitive proxy statement and other documents filed with the SEC by SEC, without charge at the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies of the Proxy Statement from the CompanySEC’s website at xxxx://xx.xx-x.xxx/xxx.xxx xxx.xxx.xxx, or by emailing xx@xx-x.xxxdirecting a request to Supernova’s secretary at 0000 00xx Xxxxxx XX, Xxxxx 000 XXX 0000, Xxxxxxxxxx, X.X. 00000, (000) 000-0000. The CompanyParticipants in the Solicitation Supernova, Offerpad, and its their respective directors and executive officers, officers may be deemed to be participants in the solicitation of proxies from Supernova’s stockholders with respect to the shareholders proposed business combination. A list of the Company names of those directors and executive officers and a description of their interests is contained in respect Supernova’s registration statement on Form S-4, which is available free of charge at the transactions contemplated SEC’s website at xxx.xxx.xxx. To the extent such holdings of Supernova’s securities by the Merger Agreement. Information regarding the CompanySupernova’s directors and executive officers is contained in the Company’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SEC. To the extent holdings of securities by such directors or executive officers may have changed since the amounts printed in the 2015 proxy statementthat time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the No Offer or Solicitation This press release does not constitute (i) a solicitation of proxies a proxy, consent or authorization with respect to any securities or in respect of the transactions contemplated by the Merger Agreement and proposed business combination or (ii) an offer to sell, a description solicitation of an offer to buy, or a recommendation to purchase any security of Supernova, Offerpad, or any of their direct respective affiliates. OFFERPAD, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data, unaudited) Three Months Ended June 30, Six Months Ended June 30, 0000 0000 0000 2020 Revenue $378,647 $287,007 $662,619 $654,662 Cost of revenue 327,783 269,146 578,218 611,903 Gross profit 50,864 17,861 84,401 42,759 Operating expenses: Sales, marketing and indirect interestsoperating 31,595 17,547 56,671 42,976 General and administrative 5,137 3,862 9,871 8,223 Technology and development 2,603 1,692 4,886 3,821 Total operating expenses 39,335 23,101 71,428 55,020 Net Income (loss) from operations 11,529 (5,240) 12,973 (12,261) Other income (expense): Interest expense (2,257) (2,418) (4,175) (7,092) Other income, net 7 268 248 498 Total other expense (2,250) (2,150) (3,927) (6,594) Net Income (loss) before income taxes 9,279 (7,390) 9,046 (18,855) Income tax expense (89) — (89) — Net Income (loss) $ 9,190 $ (7,390) $ 8,957 $ (18,855) Net Income (loss) per share, basic $ 1.17 $ (0.96) $ 1.14 $ (2.45) Net Income (loss) per share, diluted $ 0.31 $ (0.96) $ 0.30 $ (2.45) Weighted average common shares outstanding, basic 7,884 7,682 7,830 7,682 Weighted average common shares outstanding, diluted 29,796 7,682 29,748 7,682 OFFERPAD, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except par value per share, unaudited) June 30, December 31, 2021 2020 ASSETS Current Assets: Cash and cash equivalents $ 44,560 $ 43,938 Restricted cash 13,341 6,804 Accounts receivable 7,117 2,309 Inventory 482,860 171,359 Prepaid expenses and other current assets 13,217 2,880 Total current assets 561,095 227,290 Property and equipment, net 12,110 8,231 Other non-current assets 122 352 TOTAL ASSETS $573,327 $ 235,873 LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ DEFICIT Current Liabilities: Accounts payable $ 5,302 $ 2,149 Accrued liabilities 26,606 11,181 Secured credit facilities and notes payable, net—related party 255,344 126,825 Secured credit facilities and notes payable 234,508 50,143 Total current liabilities 521,760 190,298 Secured credit facilities and notes payable, net of current portion — 4,710 Total liabilities 521,760 195,008 Commitments and Contingencies Temporary Equity: Series A convertible preferred stock, 2,789 shares authorized at June 30, 2021 and December 31, 2020; 2,775 shares issued and outstanding at June 30, 2021 and December 31, 2020; liquidation preference of $15,099 at June 30, 2021 and December 31, 2020 14,921 14,921 Series A-1 convertible preferred stock, 1,448 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020; liquidation preference of $7,500 at June 30, 2021 and December 31, 2020 7,470 7,470 Series A-2 convertible preferred stock, 1,105 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020; liquidation preference of $7,500 at June 30, 2021 and December 31, 2020 7,463 7,463 Series B convertible preferred stock, 7,751 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020; liquidation preference of $50,000 at June 30, 2021 and December 31, 2020 49,845 49,845 Series C convertible preferred stock, 7,529 shares authorized at June 30, 2021 and December 31, 2020; 5,308 shares issued and outstanding at June 30, 2021 and December 31, 2020; liquidation preference of $105,750 at June 30, 2021 and December 31, 2020 104,424 104,424 Total temporary equity 184,123 184,123 Stockholders’ Deficit: Common stock, 34,077 shares authorized at June 30, 2021 and December 31, 2020; $0.00001 par value; 7,920 and 7,682 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively — — Additional paid in capital 7,653 5,908 Accumulated deficit (129,559) (138,516) Treasury stock (10,650) (10,650) Total stockholders’ deficit (132,556) (143,258) TOTAL LIABILITIES, TEMPORARY EQUITY, AND STOCKHOLDERS’ DEFICIT $ 573,327 $ 235,873 OFFERPAD, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited) Six Months Ended June 30, 2021 2020 Cash flows from operating activities: Net Income (loss) $ 8,957 $ (18,855) Adjustments to reconcile net income (loss) to net cash (used in) provided by security holdings operating activities: Depreciation 277 204 Gain on sale (246) — Amortization of debt financing costs 209 89 Impairment of inventory 339 2,908 Stock-based compensation 1,263 538 Changes in operating assets and liabilities: Accounts receivable (4,808) (497) Inventory (311,840) 219,505 Prepaid expenses and other current assets (10,108) 764 Accounts payable 3,153 650 Accrued liabilities 15,274 (2,346) Net cash (used in) provided by operating activities (297,530) 202,960 Cash flows from investing activities: Purchases of property and equipment (5,942) (11) Proceeds from sales of property and equipment 2,032 — Net cash used in investing activities (3,910) (11) Cash flows from financing activities: Borrowings from credit facilities and notes payable 888,970 395,455 Repayments of credit facilities and notes payable (580,819) (608,781) Payment of debt financing costs (185) (356) Proceeds from issuance of Class C preferred stock, net — 29,823 Proceeds from exercise of stock options 633 — Net cash provided by (used in) financing activities 308,599 (183,859) Net change in cash, cash equivalents and restricted cash 7,159 19,090 Cash, cash equivalents and restricted cash, beginning of period 50,742 29,883 Cash, cash equivalents and restricted cash, end of period $ 57,901 $ 48,973 Reconciliation of cash, cash equivalents and restricted cash to the consolidated balance sheet: Cash and cash equivalents $ 44,560 $ 43,785 Restricted cash 13,341 5,188 Total cash, cash equivalents and restricted cash $ 57,901 $ 48,973 Supplemental disclosure of cash flow information: Cash payments for interest $ 5,537 $ 9,919 Non-GAAP Financial Measures In addition to Offerpad’s results of operations above, Offerpad’s management utilizes certain financial measures that are not required by, or otherwisepresented in accordance with, will U.S. generally accepted accounting principles (“GAAP”). These measures have limitations as analytical tools when assessing Offerpad’s operating performance and should not be contained considered in isolation or as a substitute for GAAP measures, including gross profit and net income. Offerpad may calculate or present its non-GAAP financial measures differently than other companies who report measures with similar titles and, as a result, the non-GAAP financial measures Offerpad reports may not be comparable with those of companies in its industry or in other industries. Offerpad has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted net income (loss) within this press release because Offerpad is unable to calculate certain reconciling items without making unreasonable efforts. These items, which include, but are not limited to, stock- based compensation with respect to future grants and forfeitures, could materially affect the computation of forward-looking net income (loss), are inherently uncertain and depend on various factors, some of which are outside of Offerpad’s control. Adjusted gross profit, contribution profit, and contribution profit after interest (and related margins) Offerpad believes that adjusted gross profit, contribution profit, and contribution profit after interest are useful financial measures for investors as they are used by management in evaluating unit level economics and operating performance across its markets. Each of these measures is intended to present the economics related to homes sold during a given period. Offerpad does so by including revenue generated from homes sold (and ancillary services) in the Proxy Statement period and only the expenses that are directly attributable to such home sales, even if such expenses were recognized in prior periods, and excluding expenses related to homes that remain in inventory as of the end of the period presented. Contribution profit provides investors a measure to assess Offerpad’s ability to generate returns on homes sold during a reporting period after considering home acquisition costs, renovation and repair costs, and adjusting for holding costs and selling costs. Contribution profit after interest further impacts gross profit by including interest costs (including senior and mezzanine secured credit facilities) attributable to homes sold during a reporting period. Offerpad believes these measures facilitate meaningful period over period comparisons and illustrate our ability to generate returns on assets sold after considering the costs directly related to the assets sold in a presented period. Adjusted gross profit, contribution profit and contribution profit after interest (and related margins) are supplemental measures of Offerpad’s operating performance and have limitations as analytical tools. For example, these measures include costs that were recorded in prior periods under GAAP and exclude, in connection with homes held in inventory at the end of the period, costs required to be filed recorded under GAAP in the same period. Accordingly, these measures should not be considered in isolation or as a substitute for analysis of Offerpad’s results as reported under GAAP. Offerpad includes a reconciliation of these measures to the most directly comparable GAAP financial measure, which is gross profit. Adjusted gross profit / margin Offerpad calculates adjusted gross profit as gross profit under GAAP adjusted for (1) net inventory impairment plus (2) interest expense associated with homes sold in the presented period and recorded in cost of revenue. Net inventory impairment is calculated by adding back the Company inventory impairment charges recorded during the period on homes that remain in inventory at period end and other relevant materials subtracting the inventory impairment charges recorded in prior periods on homes sold in the current period. Offerpad defines adjusted gross margin as adjusted gross profit as a percentage of revenue. Offerpad views this metric as an important measure of business performance, as it captures gross margin performance isolated to be filed with homes sold in a given period and provides comparability across reporting periods. Adjusted gross profit helps management assess performance across the SEC when they become available.key phases of processing a home (acquisitions, renovations, and resale) for a specific resale cohort. Contribution profit / margin Offerpad calculates contribution profit as adjusted gross profit, minus (1) direct selling costs incurred on homes sold during the presented period, minus

Appears in 1 contract

Samples: spnv.supernovaspac.com

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer press release may be deemed to buy or be solicitation material with respect to the solicitation forthcoming annual proxy statement of an offer Tri-Continental Corporation, to sell any securities. The Company plans to file be filed with the U.S. Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger). Additionally, the Company will file other relevant materials with the INVESTORS AND SECURITY HOLDERS OF TRI-CONTINENTAL CORPORATION ARE ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC in connection with the MergerWHEN THEY BECOME AVAILABLE. The Proxy Statement final proxy statement will contain important information about the Company, the Transitory Subsidiary, OSI, the Merger and related mattersbe mailed to stockholders of Tri-Continental Corporation. Investors and security holders are urged to read may obtain a free copy of the Proxy Statement carefully proxy statement when it is becomes available. Investors and security holders will be able to obtain free copies of the Proxy Statement , and other documents filed by Tri-Continental Corporation with the SEC, at the SEC’s web site at xxxx://xxx.xxx.xxx. Free copies of the proxy statement when it becomes available, and Tri-Continental Corporation’s other filings with the SEC may also be obtained by writing to: J. & X. Xxxxxxxx & Co. Incorporated, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Investor Relations. Participants in the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, and its directors and executive officers, Solicitation Tri-Continental Corporation may be deemed to be participants in the solicitation of soliciting proxies from the shareholders its stockholders in favour of the Company in respect of the transactions contemplated by the Merger Agreementproposal. Information regarding the Companycertain of Tri-Continental Corporation’s directors and executive officers is contained available in the CompanyTri-Continental Corporation’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015for its 2006 annual meeting of stockholders, which are was filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statementSEC on February 13, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC2006. Additional information regarding the participants interests of Tri-Continental Corporation will be included in the solicitation of proxies in respect of proxy statement and the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company and other relevant materials to be documents filed with the SEC when they become available.

Appears in 1 contract

Samples: Agreement (Tri-Continental Corp)

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in In connection with the Merger. Additionallyproposed merger between Novartis and Chinook, the Company will Novartis and Chinook intend to file other relevant materials with the SEC in connection with the MergerSEC, including a preliminary and definitive proxy statement to be filed by Chinook. The Proxy Statement definitive proxy statement and proxy card will contain important information about be delivered to the Company, stockholders of Chinook in advance of the Transitory Subsidiary, OSI, special meeting relating to the Merger and related mattersproposed merger. Investors and security holders are urged to read the Proxy Statement carefully when it is availableCHINOOK’S STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED BY EACH OF NOVARTIS AND CHINOOK WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain a free copies copy of the Proxy Statement proxy statement and such other documents containing important information about Novartis and Chinook, once such documents are filed with the SEC by the Company and OSI SEC, through the web site website maintained by the SEC at xxx.xxx.xxx. In additionNovartis and Chinook make available free of charge at the Novartis website and Chinook’s website, investors and security holders will be able to download respectively (in the “Investors” section), copies of materials they file with, or furnish to, the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxxSEC. The Companycontents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement. Participants in the Solicitation This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities. Novartis, Chinook and its directors their respective directors, executive officers and executive officers, certain employees may be deemed to be participants in the solicitation of proxies from the shareholders stockholders of Chinook in connection with the Company in respect of the transactions contemplated by the Merger Agreementproposed merger. Information regarding the Companyspecial interests of these directors and executive officers in the proposed merger will be included in the definitive proxy statement referred to above. Security holders may also obtain information regarding the names, affiliations and interests of the Novartis directors and executive officers in the Novartis Annual Report on Form 20-F and Form 20-F/A for the fiscal year ended December 31, 2022, which were filed with the SEC on February 1, 2023, and May 15, 2023, respectively. Security holders may obtain information regarding the names, affiliations and interests of Chinook’s directors and executive officers is contained in the CompanyChinook’s Annual Report on Form 10-K for the fiscal year ended March December 31, 2016 and its proxy statement dated July 29, 20152022, which are was filed with the SECSEC on February 27, 2023, and its definitive proxy statement for the 2023 annual meeting of stockholders, which was filed with the SEC on April 28, 2023. To the extent the holdings of Chinook’s securities by such Xxxxxxx’s directors or and executive officers have changed since the amounts printed set forth in the 2015 Chinook’s definitive proxy statementstatement for its 2023 annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants interests of such individuals in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, proposed merger will be contained included in the Proxy Statement definitive proxy statement relating to be filed by the Company and other relevant materials to be proposed merger when it is filed with the SEC SEC. These documents (when they become available.) may be obtained free of charge from the SEC’s website at xxx.xxx.xxx, the Novartis website at xxxxx://xxx.xxxxxxxx.xxx and Xxxxxxx’s website at xxxxx://xxx.xxxxxxxxx.xxx. The contents of the websites referenced above are not deemed to be incorporated by reference into the proxy statement. Investor Contact: Xxxxxx Xxxxxxx, MPH Senior Vice President, Investor Relations & Corporate Communications xxxxxxxxx@xxxxxxxxx.xxx Media Contact: Xxxxx North Senior Manager, Investor Relations & Corporate Communications

Appears in 1 contract

Samples: Chinook Therapeutics, Inc.

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in In connection with the Merger. Additionallyproposed transaction, the Company will WMG intends to file other relevant materials with the SEC, including a proxy statement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS (IF AND WHEN THEY BECOME AVAILABLE) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC in connection IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WMG, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain these documents (and any other documents filed by WMG with the MergerSEC) free of charge at the SEC’s website at xxxx://xxx.xxx.xxx. The Proxy Statement will contain important information about the CompanyIn addition, the Transitory Subsidiarydocuments filed with the SEC may be obtained free of charge by directing such requests to WMG’s Investor Relations department at 212-275-2000, OSI, or by visiting the Merger and related mattersInvestor Relations portion of WMG’s website at xxxxxxxxx.xxx.xxx. Investors and security holders are urged to read the Proxy Statement carefully proxy statement and the other relevant materials when it is availablethey become available before making any voting or investment decision with respect to the proposed merger. Investors and security holders will be able to obtain free copies of the Proxy Statement and other documents filed with the SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, Participants in Solicitation WMG and its directors directors, executive officers and executive officers, certain other members of WMG’s management may be deemed to be participants in the solicitation of proxies from WMG’s stockholders with respect to the shareholders of the Company in respect of the transactions contemplated by the Merger Agreementproposed transaction. Information regarding about WMG’s directors, executive officers and members of management is contained in WMG’s most recent proxy statement and annual report on Form 10-K. Stockholders may obtain additional information about the Company’s directors and executive officers is contained in of WMG and their respective interests with respect to the Company’s Form 10-K for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interests, proposed transaction by security holdings or otherwise, will which may be contained in different than those of WMG’s stockholders generally, by reading the Proxy Statement to be filed by the Company definitive proxy statement and other relevant materials to be documents regarding the proposed merger, when filed with the SEC when they become available.SEC. Each of these documents is, or will be, available as described above. “Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995

Appears in 1 contract

Samples: Warner Music Group Corp.

Additional Information and Where to Find It. This communication is for informational purposes only SAMA, Clever Leaves and is not an offer Clever Leaves Holdings Inc. (“Holdco”) urge investors, stockholders and other interested persons to buy or read the solicitation of an offer to sell any securities. The Company plans to file Registration Statement, including the proxy statement/prospectus contained therein, as well as other documents filed with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in connection with the Merger. Additionally, the Company will file other relevant materials with the SEC in connection with the Merger. The Proxy Statement because these documents will contain important information about the Companyproposed business combination between Clever Leaves and SAMA (the “Business Combination”). Following the Registration Statement having been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to stockholders of SAMA as of a record date to be established for voting on the Transitory Subsidiary, OSI, the Merger and related mattersBusiness Combination. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders SAMA’s stockholders will also be able to obtain free copies a copy of such documents, without charge, by directing a request to: Xxxxxxxx Special Purpose Acquisition Corp, 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx, Xxx Xxxx 00000; e-mail: xxx@xxxxx.xxx. These documents, once available, can also be obtained, without charge, at the Proxy Statement SEC’s web site (xxxx://xxx.xxx.xxx). Participants in Solicitation SAMA, Clever Leaves, Holdco and their respective directors, executive officers and other documents filed with the members of their management and employees, under SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In addition, investors and security holders will be able to download copies of the Proxy Statement from the Company’s website at xxxx://xx.xx-x.xxx/xxx.xxx or by emailing xx@xx-x.xxx. The Company, and its directors and executive officersrules, may be deemed to be participants in the solicitation of proxies from of SAMA stockholders in connection with the shareholders of the Company in respect of the transactions contemplated by the Merger AgreementBusiness Combination. Information regarding the Company’s directors and executive officers is contained in the Company’s Form 10-K for the year ended March 31persons who may, 2016 and its proxy statement dated July 29under SEC rules, 2015, which are filed with the SEC. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the deemed participants in the solicitation of proxies to SAMA’s stockholders in respect of connection with the transactions contemplated by Business Combination is set forth in the Merger Agreement and a description of their direct and indirect interests, by security holdings or otherwise, will be preliminary proxy statement/prospectus contained in the Proxy Registration Statement to and will also be filed by included in the Company definitive proxy statement/prospectus for the Business Combination when available. Information concerning the interests of SAMA’s and other relevant materials to Clever Leaves’ participants in the solicitation, which may, in some cases, be filed with different than those of SAMA’s and Clever Leaves’ equity holders generally, is also set forth in the SEC proxy statement/prospectus contained in the Registration Statement, and will also be included in the definitive proxy statement/prospectus for the Business Combination when they become available.. Forward Looking Statements

Appears in 1 contract

Samples: ir.cleverleaves.com

Additional Information and Where to Find It. This communication is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The Company plans to file with the Securities and Exchange Commission (the “SEC”) and mail to its shareholders a Proxy Statement in In connection with the Mergerproposed transaction, Skye will file a proxy statement on Schedule 14A and Emerald will file a management information circular, each containing important information about the proposed transaction and related matters. Additionally, the Company Emerald and Skye will file other relevant materials with the SEC in connection with the Mergerproposed transaction with the applicable securities regulatory authorities. The Proxy Statement Investors and security holders of Emerald and Xxxx are urged to carefully read the entire management information circular and proxy statement (including any amendments or supplements to such documents), respectively, when such documents become available before making any voting decision with respect to the proposed transaction because they will contain important information about the Companyproposed transaction and the parties to the transaction. The Emerald management information circular and the Skye proxy statement will be mailed to the Emerald and Skye shareholders, respectively, as well as be accessible on the Transitory Subsidiary, OSI, SEDAR and XXXXX profiles of the Merger and related mattersrespective companies. Investors and security holders are urged to read the Proxy Statement carefully when it is available. Investors and security holders of Skye will be able to obtain a free copies copy of the Proxy Statement proxy statement, as well as other relevant filings containing information about Skye and other documents filed with the SEC by the Company and OSI through the web site maintained by the SEC at xxx.xxx.xxx. In additionproposed transaction, investors and security holders including materials that will be able to download copies of incorporated by reference into the Proxy Statement from proxy statement, without charge, at the CompanySEC’s website (xxx.xxx.xxx) or from Skye by contacting Xxxx’s Investor Relations at xxxx://xx.xx-x.xxx/xxx.xxx (000) 000-0000, by email at xx@xxxxxxxxxxxxxx.xxx, or by emailing xx@xx-x.xxx. The Companygoing to Skye’s Investor Relations page on its website at https:/xx.xxxxxxxxxxxxxx.xxx and clicking on the link titled “SEC Filings.” Participants in the Solicitation Xxxx and certain of their respective directors, executive officers and its directors and executive officers, employees may be deemed to be participants in the solicitation of Skye proxies from the shareholders of the Company in respect of the transactions contemplated by the Merger Agreementproposed transaction. Information regarding the Company’s directors and executive officers is contained persons who may, under SEC rules, be deemed participants in the Company’s Form 10-K solicitation of proxies to Skye stockholders in connection with the proposed transaction will be set forth in the Skye proxy statement for the year ended March 31, 2016 and its proxy statement dated July 29, 2015, which are filed with the SECproposed transaction when available. To the extent holdings of securities by such directors or executive officers have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional Other information regarding the participants in the Skye proxy solicitation of proxies in respect of the transactions contemplated by the Merger Agreement and a description of their direct and indirect interestsinterests in the proposed transaction, by security holdings or otherwise, will be contained in the Proxy Statement to be filed by the Company such proxy statement and other relevant materials to be filed with the SEC when they become availablein connection with the proposed transaction. Copies of these documents may be obtained, free of charge, from the SEC or Skye as described in the preceding paragraph.

Appears in 1 contract

Samples: Skye Bioscience Signs Arrangement Agreement (Skye Bioscience, Inc.)

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