looking Statements. Any statements in this press release about prospective performance and plans for the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” and similar expressions, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generally. Actual results may differ materially from those indicated by such forward-looking statements. In addition, the forward-looking statements included in this press release represent our views as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2012, which was filed with the SEC on March 13, 2012, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10-Q and 8-K filed with the SEC by the Company.
Appears in 1 contract
Sources: Acquisition Agreement (Dell Inc)
looking Statements. Any statements When used in this press release about prospective performance and plans for Proxy Statement or in documents incorporated by reference herein with respect to the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates"estimate,” “believes" "project,” “anticipates" "intend,” “plans,” “expects,” “will,” " "expect" and similar expressions, other than historical facts, constitute expressions are intended to identify forward-looking statements within the meaning statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the safe harbor provisions date of this Proxy Statement or as of the Private Securities Litigation Reform Act date of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or such other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generallydocuments. Actual results may differ materially from those indicated by contemplated in forward-looking statements and projections. Important assumptions and factors that could cause actual results to differ materially from those contemplated, projected, forecasted, estimated or budgeted in, or expressed or implied by, projections and forward-looking statements include industry trends, currency fluctuations, government fiscal and monetary policy, the success of new product introductions, general economic and business conditions in the markets the Company serves and actions of competitors which may affect the Company's ability to obtain orders and the ability of the Company to implement its plans. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. The Company assumes no obligation to update such forward-looking statements or any projections to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. In addition, the forward-looking statements included in this press release represent our views as SUMMARY The following is a summary of some of the date hereofinformation in the Proxy Statement. It is not meant to be comprehensive and does not contain all the information that is important to you. We anticipate that subsequent events and developments will cause our views have included page references to change. However, while we may elect direct you to update these forward-looking statements at some point more complete information in the futuredocument. You should carefully read the entire Proxy Statement and the other documents to which this Proxy Statement refers to fully understand the merger and its consequences. THE MERGER (See page 34) -- Calendar Holdings, we specifically disclaim any obligation Inc. will acquire Jaso▇ Incorporated by merging its wholly owned subsidiary, Calendar Acquisition Corp., into Jaso▇. ▇▇lendar Holdings Inc. is referred to do soas "Parent" and Calendar Acquisition Corp. as "Merger Sub" throughout this proxy statement. These forward-looking statements should not Jaso▇ ▇▇▇l be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described surviving corporation in the forward-looking statements are set forth in merger and will be a wholly owned subsidiary of Parent. Immediately after the Company’s Annual Report Merger is completed, Saw Mill Capital Fund II, L.P. will own approximately 50% of the common stock of Parent, on Form 10-K a fully diluted basis (which percentage may be reduced as a result of the issuance of warrants to providers of financing for the fiscal year ended February 3merger), 2012, which was filed with the SEC on March 13, 2012, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10-Q and 8-K filed with the SEC by the Company.Vinc▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇
Appears in 1 contract
Sources: Proxy Statement (Jason Inc)
looking Statements. Any statements When used in this press release about prospective performance and plans for Proxy Statement or in documents incorporated by reference herein with respect to the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates"estimate,” “believes" "project,” “anticipates" "intend,” “plans,” “expects,” “will,” " "expect" and similar expressions, other than historical facts, constitute expressions are intended to identify forward-looking statements within the meaning statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the safe harbor provisions date of this Proxy Statement or as of the Private Securities Litigation Reform Act date of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or such other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generallydocuments. Actual results may differ materially from those indicated by contemplated in forward-looking statements and projections. Important assumptions and factors that could cause actual results to differ materially from those contemplated, projected, forecasted, estimated or budgeted in, or expressed or implied by, projections and forward-looking statements include industry trends, currency fluctuations, government fiscal and monetary policy, the success of new product introductions, general economic and business conditions in the markets the Company serves and actions of competitors which may affect the Company's ability to obtain orders and the ability of the Company to implement its plans. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. The Company assumes no obligation to update such forward-looking statements or any projections to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. In addition, the forward-looking statements included in this press release represent our views as SUMMARY The following is a summary of some of the date hereofinformation in the Proxy Statement. It is not meant to be comprehensive and does not contain all the information that is important to you. We anticipate that subsequent events and developments will cause our views have included page references to change. However, while we may elect direct you to update these forward-looking statements at some point more complete information in the futuredocument. You should carefully read the entire Proxy Statement and the other documents to which this Proxy Statement refers to fully understand the merger and its consequences. THE MERGER (See page 34) -- Calendar Holdings, we specifically disclaim any obligation Inc. will acquire Jaso▇ Incorporated by merging its wholly owned subsidiary, Calendar Acquisition Corp., into Jaso▇. ▇▇lendar Holdings Inc. is referred to do soas "Parent" and Calendar Acquisition Corp. as "Merger Sub" throughout this proxy statement. These forward-looking statements should not Jaso▇ ▇▇▇l be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described surviving corporation in the forward-looking statements are set forth in merger and will be a wholly owned subsidiary of Parent. Immediately after the Company’s Annual Report Merger is completed, Saw Mill Capital Fund II, L.P. will own approximately 50% of the common stock of Parent, on Form 10-K a fully diluted basis (which percentage may be reduced as a result of the issuance of warrants to providers of financing for the fiscal year ended February 3merger), 2012and Vinc▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Mark Train, which was filed with who are the SEC on March 13, 2012, under the heading “Item 1A—Risk FactorsChairman and Chief Executive Officer,” and in subsequent reports on Forms 10-Q and 8-K filed with the SEC by the Company.
Appears in 1 contract
Sources: Proxy Statement (Jason Inc)
looking Statements. Any statements When used in this press release about prospective performance and plans for Proxy Statement or in documents incorporated by reference herein with respect to the Company, the expected timing of the completion of the proposed merger and the ability to complete the proposed merger, and other statements containing the words “estimates"estimate,” “believes" "project,” “anticipates" "intend,” “plans,” “expects,” “will,” " "expect" and similar expressions, other than historical facts, constitute expressions are intended to identify forward-looking statements within the meaning statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the safe harbor provisions date of this Proxy Statement or as of the Private Securities Litigation Reform Act date of 1995. Factors or risks that could cause our actual results to differ materially from the results we anticipate include, but are not limited to: (1) the occurrence of any event, change or such other circumstances that could give rise to the termination of the merger agreement; (2) the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction; (3) the failure to obtain the necessary financing arrangements set forth in the debt and equity commitment letters delivered pursuant to the merger agreement; (4) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the transaction; and (5) the effect of the announcement of the proposed merger on the Company’s relationships with its customers, operating results and business generallydocuments. Actual results may differ materially from those indicated by contemplated in forward-looking statements and projections. Important assumptions and factors that could cause actual results to differ materially from those contemplated, projected, forecasted, estimated or budgeted in, or expressed or implied by, projections and forward-looking statements include industry trends, currency fluctuations, government fiscal and monetary policy, the success of new product introductions, general economic and business conditions in the markets the Company serves and actions of competitors which may affect the Company's ability to obtain orders and the ability of the Company to implement its plans. Other factors and assumptions not identified above were also involved in the derivation of these forward-looking statements, and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. The Company assumes no obligation to update such forward-looking statements or any projections to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements. In addition, the forward-looking statements included in this press release represent our views as SUMMARY The following is a summary of some of the date hereofinformation in the Proxy Statement. It is not meant to be comprehensive and does not contain all the information that is important to you. We anticipate that subsequent events and developments will cause our views have included page references to change. However, while we may elect direct you to update these forward-looking statements at some point more complete information in the futuredocument. You should carefully read the entire Proxy Statement and the other documents to which this Proxy Statement refers to fully understand the merger and its consequences. THE MERGER (See page 29) -- Calendar Holdings, we specifically disclaim any obligation Inc. will acquire Jaso▇ Incorporated by merging its wholly owned subsidiary, Calendar Acquisition Corp., into Jaso▇. ▇▇lendar Holdings Inc. is referred to do soas "Parent" and Calendar Acquisition Corp. as "Merger Sub." throughout this proxy statement. These forward-looking statements should not Jaso▇ ▇▇▇l be relied upon as representing our views as of any date subsequent to the date hereof. Additional factors that may cause results to differ materially from those described surviving corporation in the forward-looking statements merger and will be a wholly owned subsidiary of Parent. Immediately after the Merger is completed, Saw Mill Capital Fund II, L.P. will own approximately 51.8% of the common stock of Parent, on a fully diluted basis, and Vinc▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇ Mark ▇▇▇in, who are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 3, 2012, which was filed with the SEC on March 13, 2012, under the heading “Item 1A—Risk Factors,” Chairman and in subsequent reports on Forms 10-Q and 8-K filed with the SEC by the Company.Chief
Appears in 1 contract
Sources: Proxy Statement (Jason Inc)