Likelihood of Completion. The Bristow Board considered the likelihood of completion of the merger to be significant, in light of, among other things the belief that, in consultation with Bristow’s legal advisors, the terms of the merger agreement, taken as a whole, including the parties’ representations, warranties, covenants and conditions to closing, and the circumstances under which the merger agreement may be terminated, are reasonable.
Likelihood of Completion. The likelihood that the mergers will be consummated, based on, among other things, the limited number of conditions to the mergers, the absence of a financing condition or similar contingency that is based on Salesforce’s ability to obtain financing, the relative likelihood of obtaining required regulatory approvals, the remedies available under the merger agreement to Slack in the event of various breaches by Salesforce, and Salesforce’s reputation in the business technology industry, its financial capacity to complete an acquisition of this size and its prior track record of successfully completing acquisitions, which the Slack board believed supported the conclusion that a transaction with Salesforce could be completed relatively quickly and in an orderly manner. • Regulatory Matters. The Slack board considered the regulatory clearances that would be required as a condition to the mergers and the prospects and anticipated timing of obtaining those clearances. • Opinions of Financial Advisors. • The Slack board considered the opinion of Qatalyst Partners to the effect that, as of December 1, 2020, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth in such opinion, the merger consideration to be received pursuant to, and in accordance with, the merger agreement by the holders of shares of Slack Class A common stock, in their capacity as such holders of Slack Class A common stock (other than Salesforce or any of its affiliates), was fair, from a financial point of view, to such holders, as more fully described below under the section entitled “—Opinion of Qatalyst Partners LP, Slack’s Financial Advisor” and the full text of the written opinion is attached as Annex B to this proxy statement/prospectus. • The Slack board also considered the opinion, dated December 1, 2020, of Xxxxxxx Xxxxx to the Slack board that as of such date and subject to the factors and assumptions set forth therein, the merger consideration to be paid to the holders (other than Salesforce and its affiliates) of shares of Slack common stock, taken in the aggregate, pursuant to the merger agreement was fair from a financial point of view to such holders as more fully described below in the section entitled “—Opinion of Xxxxxxx Xxxxx & Co. LLC, Xxxxx’x Financial Advisor” and the full text of the written opinion is attached as Annex C to this proxy statement/prospectus. Slack’s board also considered a number of potentially negative facto...
Likelihood of Completion. The likelihood that the merger would be completed, in light of, among other things, the conditions to the merger, the efforts required to obtain regulatory approvals, and the provisions of the merger agreement in the event of various breaches by Delhaize. The Ahold boards also considered certain potentially negative factors in its deliberations, including the following:
Likelihood of Completion. The likelihood that the merger will be consummated, based on, among other things, the limited number of conditions to the merger, the relative likelihood of obtaining required regulatory approvals, the remedies available under the merger agreement to MBI in the event of various breaches by BIOX, and BIOX’s reputation in the crop productivity solutions industry, financial capacity to complete an acquisition of this size and prior track record of successfully completing acquisitions, which MBI’s Board believed supported the conclusion that a transaction with BIOX could be completed relatively quickly and in an orderly manner. • Regulatory Matters. MBI’s Board considered the regulatory clearances that would be required as a condition to the merger and the prospects and anticipated timing of obtaining those clearances. MBI’s Board also considered a number of potentially negative factors in its deliberations concerning the merger agreement and the merger, including: • The possibility that the merger might not be completed on a timely basis or at all, as a result of the failure to receive the required regulatory clearances or satisfy other closing conditions, which could divert MBI management attention and resources from the operation of MBI’s business and result in increased expenses and costs to MBI. • The costs to be incurred in connection with the merger, regardless of whether the merger is completed, and the risks and contingencies relating to the announcement and pendency of the merger. • The uncertainty about the effect of the announcement of the merger, regardless of whether the merger is completed, on MBI’s and BIOX’s employees, customers and other parties, may impair their respective abilities to attract, retain and motivate key personnel, and could cause customers, suppliers and others to seek to change existing business relationships. • The exchange ratio represents a fixed number of BIOX Ordinary Shares, which means the market value of the BIOX Ordinary Shares received by the MBI Stockholders at the completion of the merger may differ, possibly materially, from the market value of the BIOX Ordinary Shares at the time the merger agreement was entered into or at any other time, including the possibility that such value would become lower if the trading prices of BIOX Ordinary Shares declines between the announcement and completion of the merger. • The risk that adverse changes to the business, assets, liabilities, condition (financial or otherwise) or...
Likelihood of Completion the fact that New Media has committed in the merger agreement to use its reasonable best efforts to complete the merger, including a commitment to make divestitures or take other actions in order to obtain the requisite regulatory clearances for the merger, subject to a limit on making divestitures or taking other actions that would reasonably be expected to have a material adverse effect on Gannett or on New Media (with New Media being deemed to be of a size and scale equal to Gannett for this purpose); • the assessment of the Gannett Board, after considering the advice of management and counsel, regarding the likelihood of obtaining all required regulatory clearances; • that belief that the ‘‘termination date’’ under the merger agreement (as it may be extended), after which Gannett or New Media may terminate the merger agreement (subject to certain exceptions), provides the parties with sufficient time to obtain all required regulatory clearances; • the fact that New Media’s obligations under the merger agreement are not subject to any financing condition or similar contingency based on New Media’s ability to obtain financing; • the fact that New Media received a financing commitment from Apollo to provide a five-year senior secured term loan facility in an aggregate principal amount of $1.792 billion, and New Media has represented that the net proceeds from that financing, together with New Media’s cash on hand, will be sufficient to enable New Media to fund the cash portion of the merger consideration, to refinance Gannett’s and New Media’s existing debt and to pay all fees, expenses and other amounts incurred in connection with the merger agreement; Other Terms of the Merger Agreement • the fact that the merger agreement is subject to the approval of Gannett stockholders, who will be free to approve or reject the Merger Proposal; • the fact that the merger agreement permits Gannett, prior to the time that Gannett stockholders adopt the merger agreement, to respond to and negotiate unsolicited acquisition proposals, to terminate the merger agreement to accept an unsolicited acquisition proposal that the Gannett Board determines is superior to the merger and to change its recommendation to Gannett stockholders in response to an unsolicited acquisition proposal that the Gannett Board determines is superior to the merger or in response to certain other material developments or changes in circumstances that occur after the date of the merger agreement, sub...
Likelihood of Completion. The likelihood that the merger will be consummated, based on, among other things, the limited number of conditions to the merger, the absence of a financing condition or similar contingency, the relative likelihood and timing of obtaining required regulatory approvals, the remedies available under the merger agreement to Five9 in the event of various breaches by Zoom, and Zoom’s reputation in the business technology industry, which the Five9 board believed supported the conclusion that a transaction with Zoom could be completed relatively quickly and in an orderly manner. • Opinion of Financial Advisor. The Five9 board considered the opinion of Qatalyst Partners to the effect that, as of July 16, 2021, and based upon and subject to the assumptions, qualifications, limitations and other matters set forth in such opinion, the exchange ratio to be received pursuant to, and in accordance with, the merger agreement by the holders of shares of Five9 common stock (other than Zoom or any of its affiliates), was fair, from a financial point of view, to such holders, as more fully described below under the section entitled “—Opinion of Five9’s Financial Advisor” and the full text of the written opinion is attached as Annex B to this proxy statement/prospectus. Five9’s board also considered a number of potentially negative factors in its deliberations concerning the merger agreement and the merger, including: • Risk Associated with Failure to Consummate the Merger. The possibility that the merger might not be completed on a timely basis or at all as a result of a failure to satisfy the required regulatory conditions or other closing conditions (including adverse changes to the business, assets, liabilities, condition (financial or otherwise) or operating results of Five9 or Zoom), which could negatively affect Five9’s operations, including by diverting Five9 management’s attention and resources from the operation of Five9’s business and increasing expenses from an unsuccessful attempt to complete the merger.
