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

Additional Information and Where to Find It. This communication is being made in respect to the proposed transaction involving CVS Health and Signify Health. A meeting of the stockholders of Signify Health will be announced as promptly as practicable to seek stockholder approval in connection with the proposed transaction. CVS Health and Signify Health intend to file relevant materials with the SEC, including the filing by Signify Health of a preliminary and definitive proxy statement relating to the proposed transaction. The definitive proxy statement will be mailed to Signify Health’s stockholders. This press release is not a substitute for the proxy statement or any other document that may be filed by Signify Health with the SEC. BEFORE MAKING ANY DECISION, SIGNIFY HEALTH STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at Signify Health’s stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in Signify Health’s proxy statement. You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by Signify Health and CVS Health with the SEC at the website maintained by the SEC at xxx.xxx.xxx or by accessing the Investor Relations section of Signify Health’s website at xxxxx://xxx.xxxxxxxxxxxxx.xxx or the Investor Resources section of CVS Health’s website at xxxxx://xxxxxxxxx.xxxxxxxxx.xxx.

Appears in 2 contracts

Samples: Acquisition Agreement (Signify Health, Inc.), Acquisition Agreement (CVS HEALTH Corp)

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Additional Information and Where to Find It. This communication is being made in respect to the proposed transaction involving CVS Health Uniti and Signify Health. A meeting of the stockholders of Signify Health will be announced as promptly as practicable to seek stockholder approval in connection with the proposed transaction. CVS Health and Signify Health intend Windstream plan to file relevant materials with the Securities and Exchange Commission (the “SEC”) in connection with the contemplated transaction (the “Transaction”), including a registration statement on Form S-4 with the filing by Signify Health of SEC that contains a preliminary proxy statement/prospectus and definitive other documents. Uniti will mail the proxy statement relating statement/prospectus contained in the Form S-4 to the proposed transaction. The definitive proxy statement will be mailed to Signify Health’s its stockholders. This press release communication is not a substitute for the any registration statement, proxy statement statement/prospectus or any other document documents that may be filed by Signify Health with the SECSEC in connection with the Transaction. BEFORE MAKING ANY DECISION, SIGNIFY HEALTH STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UNITI, WINDSTREAM, NEW UNITI, THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS SHOULD READ THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS AND SUCH DOCUMENTS, BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE TRANSACTION. Any vote The proxy statement/prospectus, any amendments or supplements thereto and all other documents filed with the SEC in connection with the Transaction will be available when filed free of charge on the SEC’s website (at xxx.xxx.xxx). Copies of documents filed with the SEC by Uniti will be made available free of charge on Uniti's investor relations website (at xxxxx://xxxxxxxx.xxxxx.xxx/financial-information/sec-filings). Uniti, Windstream and their respective directors and certain of their executive officers and other employees may be deemed to be participants in the solicitation of proxies from Uniti’s stockholders in connection with the Transaction. Information about Uniti’s directors and executive officers is set forth in the sections titled “Proposal No. 1 Election of Directors” and “Security Ownership of Certain Beneficial Owners and Management” included in Uniti’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 11, 2024 (and which is available at xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/1620280/000110465924046100/0001104659-24-046100-index.htm), the section titled “Directors, Executive Officers and Corporate Governance” included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (and which is available at xxxxx://xxx.xxx.xxx/ix?doc=/Archives/xxxxx/data/1620280/000162828024008054/unit-20231231.htm), and subsequent statements of beneficial ownership on file with the SEC and other filings made from time to time with the SEC. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Uniti stockholders in connection with the Transaction, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant materials when they are filed with the SEC. These documents can be obtained free of charge from the sources indicated above. This communication contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can often be identified by terms such as “may,” “will,” “appears,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern expectations, strategy, plans, or intentions. However, the absence of these words or similar terms does not mean that a statement is not forward-looking. All forward- looking statements are based on information and estimates available to Uniti and Windstream at the time of this communication and are not guarantees of future performance. Examples of forward-looking statements in this communication (made at the date of this communication unless otherwise indicated) include, among others, statements regarding our merger with Windstream and the future performance of New Uniti (together with Windstream and Uniti, the “Merged Group”), the perceived and potential synergies and other benefits of the Transaction, and expectations around the financial impact of the Transaction on the Merged Group’s financials. In addition, this communication contains statements concerning the intentions, beliefs and expectations, plans, strategies and objectives of the directors and management of Uniti and Windstream for Uniti and Windstream, respectively, and the Merged Group, the anticipated timing for and outcome and effects of the Transaction (including expected benefits to shareholders of Uniti), expectations for the ongoing development and growth potential of the Merged Group and the future operation of Uniti, Windstream and the Merged Group. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement and may include statements regarding the expected timing and structure of the Transaction; the ability of the parties to complete the Transaction considering the various closing conditions; the expected benefits of the Transaction, such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; the competitive ability and position of New Uniti following completion of the Transaction; and anticipated growth strategies and anticipated trends in Uniti’s, Windstream’s and, following the expected completion of the Transaction, New Uniti’s business. In addition, other factors related to the Transaction that contribute to the uncertain nature of the forward-looking statements and that could cause actual results and financial condition to differ materially from those expressed or implied include, but are not limited to: the satisfaction of the conditions precedent to the consummation of the Transaction, including, without limitation, the receipt of shareholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or expenditures relating to the Transaction, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the Transaction within the expected time period (if at all); potential difficulties in Uniti’s and Windstream’s ability to retain employees as a result of the announcement and pendency of the Transaction; risks relating to the value of New Uniti’s securities to be issued in the Transaction; disruptions of Uniti’s and Windstream’s current plans, operations and relationships with customers caused by the announcement and pendency of the Transaction; legal proceedings that may be instituted against Uniti or Windstream following announcement of the Transaction; funding requirements; regulatory restrictions (including changes in regulatory restrictions or regulatory policy) and risks associated with general economic conditions. Additional factors that could cause actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward- looking statements are detailed in the filings with the SEC, including Uniti’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. There can be no assurance that the Transaction will be implemented or that plans of the respective directors and management of Uniti and Windstream for the Merged Group will proceed as currently expected or will ultimately be successful. Investors are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of resolutions the financial or operating outlook for Uniti, Windstream or the Merged Group (including the realization of any expected synergies). Except as required by applicable law, Uniti does not assume any obligation to, and expressly disclaims any duty to, provide any additional or updated information or to be proposed at Signify Health’s stockholder meeting update any forward-looking statements, whether as a result of new information, future events or results, or otherwise. Nothing in this communication will, under any circumstances (including by reason of this communication remaining available and not being superseded or replaced by any other presentation or publication with respect to approve Uniti, Windstream or the proposed transaction Merged Group, or other responses the subject matter of this communication), create an implication that there has been no change in relation to the proposed transaction should be made only on affairs of Uniti or Windstream since the basis date of this communication. Chief Executive Officer, Uniti Chief Financial Officer, Uniti Transaction Details Strategic Rationale Value Creation Financial Overview Q&A Existing Uniti shareholders will own ~62% and existing Windstream shareholders will own ~38% of the information contained in Signify Health’s proxy statement. You will be able to obtain a free copy outstanding common equity of the proxy statement and other related documents (when available) filed by Signify Health and CVS Health combined company(1), with certain of Windstream’s largest shareholders, including Elliott, rolling substantially all of their investment value in Windstream into the SEC at the website maintained by the SEC at xxx.xxx.xxx or by accessing the Investor Relations section of Signify Health’s website at xxxxx://xxx.xxxxxxxxxxxxx.xxx or the Investor Resources section of CVS Health’s website at xxxxx://xxxxxxxxx.xxxxxxxxx.xxx.combined company

Appears in 1 contract

Samples: No Offer or Solicitation

Additional Information and Where to Find It. This communication is being made in respect to the proposed transaction involving CVS Health and Signify Health. A meeting of the stockholders of Signify Health will be announced as promptly as practicable to seek stockholder approval in In connection with the proposed transactionspecial general meeting, Xxxxx intends to send to its shareholders of record as of the Record Date, and will forward to the Depository for distribution to the holders of Xxxxx ADSs as of the Record Date, a proxy statement describing the Merger Proposal to be voted upon at the meeting, as well as logistical information related to the meeting. CVS Health and Signify Health intend to file relevant materials Along with the SECproxy statement, including the filing by Signify Health Xxxxx will also send a proxy card or voting instruction form enabling shareholders to submit their votes on that proposal. In addition, voting instructions for holders of a preliminary and definitive proxy statement relating to the proposed transaction. The definitive proxy statement Xxxxx ADSs will be mailed distributed by the Depositary to Signify Health’s stockholdersholders of Xxxxx ADSs as of the Record Date. This press release is not a substitute for Xxxxx will also be furnishing copies of the proxy statement or any other document that may and form of proxy card to the SEC and TASE as exhibits to a Report of Foreign Private Issuer on Form 6-K to be filed by Signify Health Xxxxx. A shareholder whose ordinary shares are registered with a TASE member and are not registered on the SECCompany's shareholders' register is entitled to receive from the TASE member who holds the ordinary shares on the shareholder's behalf, by e-mail, for no charge, a link to the text of proxy card and to the position notices posted on the ISA's website, unless the shareholder notified the TASE member that he or she is not interested; provided, that such notice was provided with respect to a particular securities account prior to the Record Date. BEFORE MAKING ANY DECISION, SIGNIFY HEALTH STOCKHOLDERS SHAREHOLDERS (AND HOLDERS OF ADSs) ARE URGED TO CAREFULLY READ THE PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENTS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY THE OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, PARENT, THE PROPOSED TRANSACTIONTRANSACTION AND RELATED MATTERS. Any vote The proxy statement (when available) and proxy card, as well as any position notices, may be obtained without charge at the SEC's website at xxx.xxx.xxx and, in respect of resolutions addition, at the ISA's website at xxxx://xxx.xxxxx.xxx.xxx.xx or at the TASE's website at xxxx://xxxx.xxxx.xx.xx. All shareholders are entitled to be proposed at Signify Health’s stockholder meeting to approve contact the proposed transaction or other responses in relation to Company directly and receive the proposed transaction should be made only on the basis text of the information contained in Signify Health’s proxy statementmaterials and any position notice. You will be able to obtain a free copy of In addition, the proxy statement and other related documents (when available) filed by Signify Health and CVS Health with the SEC proxy card, as well as any position notices, will be available for inspection at the website maintained by Company's offices, which are located at 0 Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxxx 3079567 Israel. The Company's phone number is +000-0-0000000. FORWARD-LOOKING STATEMENTS This notice contains forward-looking statements within the SEC at xxx.xxx.xxx or by accessing meaning of the Investor Relations section "safe harbor" provisions of Signify Health’s website at xxxxx://xxx.xxxxxxxxxxxxx.xxx or the Investor Resources section U.S. Private Securities Litigation Reform Act of CVS Health’s website at xxxxx://xxxxxxxxx.xxxxxxxxx.xxx.1995. These forward-looking

Appears in 1 contract

Samples: Merger Agreement

Additional Information and Where to Find It. This communication is being made The Company, its directors and certain of its executive officers are participants in respect to the proposed transaction involving CVS Health and Signify Health. A meeting solicitation of proxies from the Company’s stockholders of Signify Health will be announced as promptly as practicable to seek stockholder approval in connection with the proposed transactionmatters to be considered at Company’s upcoming 2018 Annual Meeting of Stockholders (“Annual Meeting”). CVS Health and Signify Health intend The Company intends to file relevant materials with the SEC, including the filing by Signify Health of a preliminary SEC an amended and definitive restated proxy statement relating to (the proposed transaction. The definitive “Amended Proxy Statement”) and proxy statement will be mailed to Signify Healthcard in connection with its solicitation of proxies from the Company’s stockholders. This press release is not a substitute stockholders for the proxy statement or any other document that may be filed by Signify Health with the SECAnnual Meeting. BEFORE MAKING ANY DECISION, SIGNIFY HEALTH STOCKHOLDERS OF THE COMPANY ARE URGED STRONGLY ENCOURAGED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE AMENDED PROXY STATEMENTS STATEMENT (INCLUDING ANY SUPPLEMENTS OR AMENDMENTS OR SUPPLEMENTS THERETO) ), THE ACCOMPANYING PROXY CARD AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED THAT THE COMPANY FILES WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONINFORMATION. Any vote Detailed information regarding the identity of participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in respect the Amended Proxy Statement. To the extent holdings of resolutions such participants in the Company’s securities may change after the filing of the Amended Proxy Statement, such changes 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 and available on the ‘investor relations’ section of the Company’s website at xxxx://xxxxxxxx.xxxx.xxx. Additional details concerning the Board’s nominees for the Annual Meeting will be set forth in the Amended Proxy Statement and other materials to be proposed at Signify Health’s stockholder meeting to approve filed with the proposed transaction or other responses SEC in relation to connection with the proposed transaction should be made only on the basis of the information contained in Signify Health’s proxy statementAnnual Meeting. You Stockholders will be able to obtain a free copy of the proxy statement Amended Proxy Statement, any supplements or amendments thereto and other related documents (when available) filed by Signify Health and CVS Health the Company with the SEC for no charge at the website maintained by the SEC at xxx.xxx.xxx or by accessing the Investor Relations section of Signify HealthSEC’s website at xxxxx://xxx.xxxxxxxxxxxxx.xxx or xxxx://xxx.xxx.xxx. Copies can also be obtained at no charge on the Investor Resources ‘investor relations’ section of CVS Healththe Company’s website at xxxxx://xxxxxxxxx.xxxxxxxxx.xxxxxxx://xxxxxxxx.xxxx.xxx, by writing to the Company at Investor Relations, InnerWorkings, Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000, or by calling Xxxxxxx Xxxxx, Vice President, Finance and Investor Relations, at (000) 000-0000.

Appears in 1 contract

Samples: Settlement Agreement (Innerworkings Inc)

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Additional Information and Where to Find It. This communication is being may be deemed to be made in respect to of a proposed business combination involving Sphere 3D and Gryphon Digital Mining. Sphere 3D will file relevant materials with the proposed transaction involving CVS Health and Signify Health. A meeting of the stockholders of Signify Health will be announced as promptly as practicable to seek stockholder approval SEC in connection with the proposed transaction, including a registration statement on Form F-4 and the proxy statement/prospectus forming a part thereof. CVS Health Under the proposed terms, promptly after the registration statement on Form F-4 is declared effective under the Securities Act and Signify Health intend to file relevant materials its proxy statement/prospectus is filed with the SEC, including Sphere 3D will mail or otherwise make available the filing by Signify Health proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the special meeting of a preliminary and definitive proxy statement shareholders relating to the proposed transaction. The definitive proxy statement will be mailed to Signify Health’s stockholders. This press release is not a substitute for the proxy statement or any other document that may be filed by Signify Health with the SEC. BEFORE MAKING ANY DECISION, SIGNIFY HEALTH STOCKHOLDERS SPHERE 3D SHAREHOLDERS ARE URGED ADVISED TO CAREFULLY READ THE PRELIMINARY AND DEFINITIVE PROXY STATEMENTS THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR WITH THE SEC IN RESPECT OF THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO BE THE PROPOSED TRANSACTION. SPHERE 3D URGES ITS SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at Signify Health’s stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in Signify Health’s proxy statement. You Security holders will be able to obtain a free copy of the proxy statement and other related documents these materials (when availablethey are available and filed) free of charge at the SEC's website, xxx.xxx.xxx. Copies of documents filed by Signify Health and CVS Health with the SEC at the website maintained by the SEC at xxx.xxx.xxx or by accessing the Investor Relations section Sphere 3D (when they become available) may be obtained free of Signify Health’s charge on Sphere 3D's website at xxxxx://xxx.xxxxxxxxxxxxx.xxx or the Investor Resources section of CVS Health’s website at xxxxx://xxxxxxxxx.xxxxxxxxx.xxxxxx.xxxxxx0x.xxx.

Appears in 1 contract

Samples: Purchase Agreement (Sphere 3D Corp)

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