looking Statements. This Supplement contains (and incorporates by reference) various statements, including those that express a belief, expectation or intention and those that are not statements of historical fact, that are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements may include projections, analyses and estimates (including those set forth in the Disclosure Statement) concerning our business strategies, revenues, income, cash flows, capital requirements and enterprise value. Forward-looking statements generally use words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement. Those forward-looking statements speak only as of the date on the front cover of this Supplement. We expressly disclaim any obligation to update or revise those statements, whether as a result of new information, future events or otherwise, except as applicable law may require us to do so, and we caution you not to rely unduly on them. We have based those forward-looking statements on our current expectations and assumptions about future events, which may prove to be inaccurate. Furthermore, the estimated enterprise value for the Reorganized Debtors (as set forth in the Disclosure Statement) does not purport to be an estimate of the post-reorganization market value. Such trading value, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those we discuss in this Supplement under the heading “Risk Factors” and in other reports we file with the SEC. The factors we discuss in this Supplement are not necessarily all the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements.
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looking Statements. This Supplement contains (prospectus supplement, the accompanying prospectus and incorporates by reference) various statements, including those that express a belief, expectation or intention and those the other documents that are not statements of historical fact, that are “forward-incorporated herein or therein by reference contain forward- looking statements” under the Private Securities Litigation Reform Act of 1995. These statements may include projectionsWe may, analyses and estimates (including those set forth in the Disclosure Statement) concerning our business strategiessome cases, revenues, income, cash flows, capital requirements and enterprise value. Forward-looking statements generally use words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “predictshould,” “believewill,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goalwould” or other words the negative of those terms, and similar expressions that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a outcomes to identify these forward-looking statement and refer statements. Any statements contained herein that are not statements of historical facts may be deemed to this cautionary statementbe forward-looking statements. Those We have based these forward-looking statements speak only as of the date on the front cover of this Supplement. We expressly disclaim any obligation to update or revise those statements, whether as a result of new information, future events or otherwise, except as applicable law may require us to do so, and we caution you not to rely unduly on them. We have based those forward-looking statements largely on our current expectations and assumptions projections about future eventsevents and trends that we believe may affect our financial condition, results of operations, business strategy short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, including risks described in the “Risk Factors” section of this prospectus supplement and the documents incorporated by reference into this prospectus supplement. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may prove cause actual results to be inaccuratediffer materially from those contained in any forward-looking statements we may make. FurthermoreIn light of these risks, uncertainties and assumptions, the estimated enterprise value for future events and trends discussed in this prospectus supplement, the Reorganized Debtors (as set forth in accompanying prospectus and the Disclosure Statement) does other documents that are incorporated herein or therein by reference may not purport to be an estimate of the post-reorganization market value. Such trading valueoccur, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed anticipated or implied in any the forward-looking statements. Factors that might cause or contribute to such differences Such forward-looking statements include, but are not limited to, those statements about: • our ability to develop and advance our current product candidates and programs into, and successfully complete, clinical trials; • the ability of our clinical trials to demonstrate safety and efficacy of our product candidates and other positive results; • the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we discuss are targeting; • our manufacturing, commercialization and marketing capabilities and strategy; • our plans and strategies to develop and commercialize our CAB antibodies; • our plans to further develop our technology platform and expand our pipeline of product candidates; • the potential benefits and advantages of our current and future product candidates that we may develop from our patented technology platform; • the impact of the COVID-19 pandemic on our business, financial condition, results of operations, and prospects; • the timing or likelihood of regulatory filings and approvals for our product candidates; • regulatory developments in this Supplement under the heading “Risk Factors” United States and in Europe and other reports we file with foreign countries; • our expectations and plans to obtain funding for our operations, including from our existing and potential future collaboration and licensing agreements; • our expectations regarding our ability to obtain and maintain intellectual property protection for our technology platform and product candidates; • the potential benefits of our strategic relationships and our plans to pursue additional strategic relationships; • our continued reliance on third parties to conduct additional clinical trials of our product candidates and for the manufacture of our product candidates for preclinical studies and clinical trials; and • our estimates regarding expenses, future revenue, capital requirements and needs for additional financing. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. We disclaim any obligation, except as specifically required by law, and the rules of the SEC. The factors we discuss , to publicly update or revise any such statements to reflect any change in this Supplement are not necessarily all our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the important factors likelihood that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our will differ from those set forth in such forward-looking statements. We do not intend to update You should read this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein with the understanding that our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) actual future results may be aware that important factors to which we do not refer materially different from those expressed in this Supplement could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements.
Appears in 1 contract
Samples: Open Market Sale Agreement
looking Statements. This Supplement news release contains ("forward-looking information" and incorporates by reference) various statements, including those that express a belief, expectation or intention and those that are not statements of historical fact, that are “"forward-looking statements” " within the meaning of applicable Canadian and U.S. securities laws. All information contained herein that is not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Some of the forward-looking statements contained in this press release include Cronos GrowCo’s intention to use funds available under the Private Securities Litigation Reform Act Credit Facility to fund construction of 1995. These statements may include projectionsthe Facility and for general operating purposes, analyses Cronos GrowCo’s ability to complete construction, the receipt of building and estimates (including those set forth in occupancy permits and licenses under applicable law to commence operations, the Disclosure Statement) concerning our business strategiesability of Cronos GrowCo to make payments of interest or principal under the Credit Facility, revenues, income, cash flows, capital requirements and enterprise valuethe Company’s intention to build an international iconic brand portfolio and develop disruptive intellectual property. Forward-looking statements generally use words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” or other words that convey the uncertainty are necessarily based upon a number of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement. Those forward-looking statements speak only as of the date on the front cover of this Supplement. We expressly disclaim any obligation to update or revise those statements, whether as a result of new information, future events or otherwise, except as applicable law may require us to do so, and we caution you not to rely unduly on them. We have based those forward-looking statements on our current expectations estimates and assumptions about future eventsthat, which may prove to be inaccurate. Furthermorewhile considered reasonable by management, the estimated enterprise value for the Reorganized Debtors (as set forth in the Disclosure Statement) does not purport to be an estimate of the post-reorganization market value. Such trading value, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other economic or competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and uncertaintiesthe forward-looking statements are not guarantees of future performance. A discussion of some of the material risks applicable to the Company and the Investment can be found in the Company's current MD&A and Annual Information Form and the Circular, most all of which are difficult have been filed on SEDAR and XXXXX and can be accessed at xxx.xxxxx.xxx and xxx.xxx.xxx/xxxxx. The forward-looking information included in this news release is made as of the date of this news release and except as required by law, Cronos Group disclaims any obligation to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in update or revise any forward-looking statements. Factors that might cause or contribute Readers are cautioned not to such differences include, but are not limited to, those we discuss in this Supplement under the heading “Risk Factors” and in other reports we file with the SEC. The factors we discuss in this Supplement are not necessarily all the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects put undue reliance on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our these forward-looking statements.
Appears in 1 contract
Samples: Credit Agreement (Cronos Group Inc.)
looking Statements. This Supplement contains (proxy statement includes ‘‘forward-looking information’’ and incorporates by reference) various statements, including those that express a belief, expectation or intention and those that are not statements of historical fact, that are “‘‘forward-looking statements” under ’’ within the Private Securities Litigation Reform Act meaning of 1995applicable securities legislation (collectively, ‘‘forward-looking statements’’). These forward-looking statements may include projections, analyses and estimates (including those set forth in the Disclosure Statement) concerning our business strategies, revenues, income, cash flows, capital requirements and enterprise valueare identified as any statement that does not relate strictly to historical or current facts. Forward-looking statements generally use may be identified by words such as “‘‘anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘plan’’, ‘‘continue’’, ‘‘estimate,” “project,” “predict,” “believe,” “’’, ‘‘expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” ’’, ‘‘may’’ or the negative of those terms or other words that convey the uncertainty variations of future events them or outcomescomparable terminology. In additionparticular, sometimes we will specifically describe a but without limitation, this proxy statement as being a forward-looking statement and refer to this cautionary statement. Those contains forward-looking statements speak only as pertaining to the following: • matters relating to the Stated Capital Reduction and the Return of Capital, including their confirmation by the Board after approval by Shareholders, the timing thereof and the expected impact on the market price of the date on the front cover of this Supplement. We expressly disclaim any obligation to update or revise those statements, whether Restricted Voting Shares as a result thereof; • matters relating to the completion of new informationthe Share Consolidation, including its timing, potential benefits and effects, the expected number of issued and outstanding Restricted Voting Shares and Special Voting Shares following the Share Consolidation and the expected impact of the Share Consolidation on the market price of the Restricted Voting Shares; and • any future payments of dividends on the Restricted Voting Shares, including any expected amounts thereof. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future actions, conditions or events and future results of operations may differ materially from those expressed in forward-looking statements. Many of the factors that will determine these results are beyond our ability to control or otherwise, except as applicable law may require us to do so, and we caution you not to rely unduly on thempredict. We have based those Any forward-looking statements on our set out in this proxy statement have been included for the purpose of providing information relating to management’s current expectations and plans for the future, are based on a number of significant assumptions about future eventsand may not be appropriate, and should not be used for purposes other than those for which may prove such forward- looking statements are disclosed herein. The foregoing list should not be construed to be inaccurateexhaustive. FurthermoreWe believe the forward-looking statements in this proxy statement are reasonable. However, the estimated enterprise value for the Reorganized Debtors (as set forth in the Disclosure Statement) does not purport to be an estimate there is no assurance that any of the postactions, events or results of the forward-reorganization market valuelooking statements will occur, or if any of them do, of their timing or what impact they will have on our results of operations or financial condition. Such trading value, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and Because of these uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in Shareholders should not put undue reliance on any forward-looking statements. Factors that might cause or contribute to such differences includeWe disclaim any obligation, but are not limited toother than as required by applicable law, those we discuss in this Supplement under the heading “Risk Factors” and in other reports we file with the SEC. The factors we discuss in this Supplement are not necessarily all the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description the foregoing list or to announce publicly the result of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors any revisions to which we do not refer in this Supplement could affect any of the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statementsto reflect future events or developments.
Appears in 1 contract
Samples: Share and Unit Purchase Agreement
looking Statements. This Supplement contains (and incorporates by reference) various statements, including those that express a belief, expectation or intention and those that are not statements of historical fact, that are “These Listing Particulars contain forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These statements may include projections, analyses and estimates (including those set forth in the Disclosure Statement) concerning our business strategies, revenues, income, cash flows, capital requirements and enterprise value. Forward-looking statements generally use words provide the Company’s current expectations or forecasts of future events. Forward-looking statements include statements about the Company’s expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “on-going,” “plan,” “potential,” “predict,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goalwill” or other similar words that convey or phrases, or the uncertainty negatives of future events those words or outcomes. In additionphrases, sometimes we will specifically describe a statement as being a may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement and refer to this cautionary statementis not forward-looking. Those Examples of forward-looking statements in these Listing Particulars include, but are not limited to, statements regarding the Company’s disclosure concerning its operations, cash flows, capital expenditure and financial position. Forward-looking statements appear in a number of places in these Listing Particulars including, without limitation, in the “Risk Factors”, “Introduction to the Company and the Group” and “Description of our Operational Activities” sections of these Listing Particulars. Investors are cautioned that forward-looking statements are not guarantees of future performance. Forward- looking statements may, and often do, differ materially from actual results. Any forward-looking statements in these Listing Particulars speak only as of the date on of these Listing Particulars, reflect the front cover Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s operations, results of this Supplementoperations, growth strategy and liquidity. We expressly disclaim Investors should specifically consider the factors identified in these Listing Particulars which could cause actual results to differ before making an investment decision. All of the forward-looking statements made in these Listing Particulars are qualified by these cautionary statements. Neither the Company undertake any obligation to update or revise those statementsreview any forward-looking statement, whether as a result of new information, future events developments or otherwise, except as applicable law may require us to do so, . All subsequent written and we caution you not to rely unduly on them. We have based those oral forward-looking statements attributable to the Company or individuals acting on behalf of the Company are expressly qualified in their entirety by this paragraph. Overview 1 Risk Factors 5 Documents Incorporated by Reference 37 Financial Statements and Other Information 40 Market and Industry Data 43 Selected Historical Consolidated Financial Information 44 Introduction to the Company and the Group 47 Description of our current expectations Operational Activities 50 The Directors of the Company and assumptions about future eventsExecutive Management 75 Capitalization 81 Use of Proceeds 83 Terms and Conditions of the 2029 Notes 84 Terms and Conditions of the 2030 Notes 106 Summary of provisions relating to the Notes in Global Form 128 Certain Tax Considerations 131 Offer Restrictions 133 Other Relationships 136 Listing and General Information 137 Index of Defined Terms 139 OVERVIEW The following overview of the offering of the Notes is derived from, and should be read in conjunction with, the full text of the terms and conditions of the 2029 Notes and the terms and conditions of the 2030 Notes (the “Conditions”) and the trust deed constituting the 2029 Notes and the 2030 Notes (the “Trust Deed”), which may prove shall prevail to be inaccuratethe extent of any inconsistency with this overview. Furthermore, Capitalised terms used but not otherwise defined herein have the estimated enterprise value for the Reorganized Debtors (as set forth respective meanings given to such terms in the Disclosure Statement) does not purport to be an estimate of the post-reorganization market value. Such trading value, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those we discuss in this Supplement under the heading “Risk Factors” and in other reports we file with the SEC. The factors we discuss in this Supplement are not necessarily all the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statementsrelevant Conditions.
Appears in 1 contract
Samples: Senior Notes Offering
looking Statements. This Supplement news release contains (forward-looking information and incorporates by reference) various statements, including those that express a beliefwithin the meaning of applicable securities laws (collectively, expectation or intention and those that are not statements of historical fact, that are “forward-looking statements” under ”), including, but not limited to those relating to the Private Securities Litigation Reform Act inclusion of 1995. These statements may include projections, analyses and estimates (including those set forth the Icahn Group nominees in the Disclosure Statement) concerning our Company’s 2021 proxy statement, the manner in which the Icahn Group will vote in respect of the Company’s proposed nominees for election as director at such meeting, Bausch Health’s plan to conduct a spinoff of its eye health business strategies, revenues, income, cash flows, capital requirements and enterprise valueits ongoing strategic review process and the ability of the Company to capitalize on certain market opportunities. Forward-looking statements may generally be identified by the use of the words such as “estimatewill,” “projectfurther,” “predictcontinuing” or “ongoing,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” and variations or other words similar expressions, and phrases or statements that convey the uncertainty of future certain actions, events or outcomes. In additionresults may, sometimes we could, should or will specifically describe a statement as being a be achieved, received or taken, or will occur or result, and similar such expressions also identify forward-looking statement information. These forward-looking statements are based upon the current expectations and refer beliefs of management and are provided for the 2 | Page purpose of providing additional information about such expectations and beliefs, and readers are cautioned that these statements may not be appropriate for other purposes. These forward-looking statements are subject to this cautionary statementcertain risks and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. Those These risks and uncertainties include, but are not limited to, the risk that the spinoff may not be completed on the timelines or terms anticipated or at all, the spinoff does not achieve the anticipated benefits, the outcome of the strategic review and that it will yield the results expected or at all and that the 2021 Annual Meeting of shareholders proceeds in the manner anticipated and the risks and uncertainties discussed in the Company’s most recent annual and quarterly reports and detailed from time to time in the Company’s other filings with the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, which risks and uncertainties are incorporated herein by reference. These forward-looking statements are based on certain assumptions, including that the risks and uncertainties outlined above will not cause actual results or events to differ materially from those described in these forward-looking statements. Additional information regarding certain of these material factors and assumptions may also be found in the Company’s filings described above. The Company believes that the material factors and assumptions reflected in these forward-looking statements are reasonable in the circumstances, but actual results or events may differ materially from those described in these forward-looking statements and readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date on the front cover of this Supplementhereof. We expressly disclaim any Bausch Health undertakes no obligation to update or revise those statements, whether as a result any of new information, future these forward-looking statements to reflect events or otherwisecircumstances after the date of this news release or to reflect actual outcomes, except unless required by law. 3 | Page March [17], 2021 To: Each of the persons or entities listed on Schedule A (the “Icahn Group” or “you”) Ladies and Gentlemen: This letter agreement shall become effective upon the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Bausch Health Companies Inc. (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Director Appointment and Nomination Agreement (the “Nomination Agreement”), dated as applicable law may require us of February [23], 2021, among the Company and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and we caution your Representatives (as hereinafter defined), and may discuss such information with any and all such persons, subject to the terms and conditions of this Agreement, and that other members of the Board may similarly disclose information to you. As a result, you not may receive certain non-public information regarding the Company. You acknowledge that this information is proprietary to rely unduly on themthe Company and may include trade secrets or other business information the disclosure of which could harm the Company. We have based those forward-looking statements on our current expectations In consideration for, and assumptions about future events, which may prove to be inaccurate. Furthermoreas a condition of, the estimated enterprise value for information being furnished to you and your agents, representatives, attorneys, advisors, directors, officers or employees, subject to the Reorganized Debtors restrictions in paragraph 2 (collectively, the “Representatives”), you agree to treat any and all information concerning or relating to the Company or any of its subsidiaries or current or former affiliates that is furnished to you or your Representatives (regardless of the manner in which it is furnished, including in written or electronic format or orally, gathered by visual inspection or otherwise) by any Icahn Designee, or by or on behalf of the Company or any Company Representative (as set forth defined below), including discussions or matters considered in the Disclosure Statement) does not purport to be an estimate meetings of the post-reorganization market value. Such trading valueBoard or Board committees, if anytogether with any notes, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonableanalyses, they are inherently subject to significant businessreports, economicmodels, competitivecompilations, regulatory and other risksstudies, contingencies and uncertaintiesinterpretations, most of which are difficult to predict and many of which are beyond our control. Thereforedocuments, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause records or contribute to such differences includeextracts thereof containing, but are not limited referring, relating to, those we discuss based upon or derived from such information, in this Supplement under the heading whole or in part (collectively, “Risk Factors” and Evaluation Material”), in other reports we file accordance with the SEC. The factors we discuss in provisions of this Supplement are not necessarily all letter agreement, and to take or abstain from taking the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statementsother actions hereinafter set forth.
Appears in 1 contract
Samples: Director Appointment and Nomination Agreement (Bausch Health Companies Inc.)
looking Statements. This Supplement contains (and incorporates by reference) various statements, including those that express a belief, expectation or intention and those that are not Certain statements of historical fact, that are “in this news release constitute "forward-looking looking" statements” under the Private Securities Litigation Reform Act of 1995. These statements may include projectionsrelate to future events or our future performance and, analyses in certain cases, can be identified by the use of words such as "intends to", "will" and estimates (including those set forth in "shall" occur, or the Disclosure Statement) concerning our business strategies, revenues, income, cash flows, capital requirements negative forms of any of these words and enterprise valueother similar expressions. Forward-looking statements generally use words include the closing of the Transaction on the same terms or in the time provided or that conditions to closing in respect of the Transaction will be satisfied including without limitation: the compliance by the parties with various covenants contained in the Purchase Agreement; the timing of the completion of the Transaction; the timing of when holders of Remaining Notes will be paid by Gravitas; the timing of which the Purchased Notes and Remaining Notes will be cancelled by Gravitas; the timing and completion of the delisting of the Notes by Gravitas subject to approval by the CSE; and the continued listing of the common shares in the capital of Gravitas. All such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” statements involve substantial known and unknown risks, uncertainties and other factors which may cause the actual results, performance or other words that convey the uncertainty of future events achievements to vary from those expressed or outcomes. In addition, sometimes we will specifically describe a statement as being a implied by such forward-looking statement and refer to this cautionary statementstatements. Those forward-Forward- looking statements reflect current expectations regarding future events and operating performance and speak only as of the date of this news release. Forward-looking statements involve significant risks and uncertainties, they should not be read as guarantees of future performance or results, and they will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward- looking statements, including, but not limited to, that the closing conditions to the Transaction, including regulatory and third-party approvals, are not satisfied or waived (if applicable). Although the forward-looking statements contained in this news release are based upon what management of Xxxxxxxx believes are reasonable assumptions on the front cover date of this Supplementnews release, Xxxxxxxx cannot assure investors that actual results will be consistent with these forward-looking statements. We expressly disclaim These forward-looking statements are subject to certain risks and uncertainties and other risks detailed from time-to-time in Gravitas' ongoing filings with the securities regulatory authorities, which filings can be found at xxx.xxxxx.xxx. These forward-looking statements are made as of the date of this news release and Gravitas disclaims any intent or obligation to update or revise those statementsany forward-looking statement, whether as a result of new information, future events or otherwise, except as unless required by applicable law may require us to do so, and we caution you not to rely unduly on them. We have based those forward-looking statements on our current expectations and assumptions about future events, which may prove to be inaccurate. Furthermore, the estimated enterprise value for the Reorganized Debtors (as set forth in the Disclosure Statement) does not purport to be an estimate of the post-reorganization market value. Such trading value, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those we discuss in this Supplement under the heading “Risk Factors” and in other reports we file with the SEC. The factors we discuss in this Supplement are not necessarily all the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statementssecurities laws.
Appears in 1 contract
Samples: Purchase Agreement
looking Statements. This Supplement contains (and incorporates by reference) various statements, including those that express a belief, expectation or intention and those announcement may include statements that are not statements of historical fact, that are or “forward-looking statements,” under including with respect to AstraZeneca’s proposed acquisition of CinCor. Such forward-looking statements include, but are not limited to, the Private Securities Litigation Reform Act ability of 1995AstraZeneca and CinCor to complete the transactions contemplated by the acquisition agreement, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the merger agreement, statements about the expected timetable for completing the transaction, AstraZeneca’s and CinCor’s beliefs and expectations and statements about the benefits sought to be achieved in AstraZeneca’s proposed acquisition of CinCor, the potential effects of the acquisition on both AstraZeneca and CinCor, the possibility of any termination of the acquisition agreement, as well as the expected benefits and success of baxdrostat and any combination product. These statements are based upon the current beliefs and expectations of AstraZeneca’s and CinCor’s management and are subject to significant risks and uncertainties. There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or at all or that baxdrostat or any combination product will receive the necessary regulatory approvals or prove to be commercially successful if approved. If underlying assumptions prove inaccurate or risks or uncertainties materialise, actual results may include projections, analyses and estimates (including differ materially from those set forth in the Disclosure Statement) concerning our business strategies, revenues, income, cash flows, capital requirements and enterprise value. Forward-looking statements generally use words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement statements. Risks and refer uncertainties include but are not limited to, uncertainties as to this cautionary statementthe timing of the offer and the subsequent merger; uncertainties as to how many of CinCor’s stockholders will tender their shares in the offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer and the merger contemplated by the acquisition agreement may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the effects of disruption from the transactions contemplated by the acquisition agreement and the impact of the announcement and pendency of the transactions on CinCor’s business; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense, indemnification and liability; the possibility that the milestone related to the contingent value right will not be achieved; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of COVID-19; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; competition from other products; and challenges inherent in new product development, including obtaining regulatory approval. Those Neither AstraZeneca nor CinCor undertakes any obligation to publicly update any forward-looking statements speak only as of the date on the front cover of this Supplement. We expressly disclaim any obligation to update or revise those statementsstatement, whether as a result of new information, future events or otherwise, except as applicable law may require us to do so, and we caution you not the extent required by law. Additional factors that could cause results to rely unduly on them. We have based differ materially from those described in the forward-looking statements can be found in AstraZeneca’s Annual Report on our current expectations and assumptions about future events, which may prove to be inaccurate. Furthermore, the estimated enterprise value Form 20-F for the Reorganized Debtors (year ended 31 December 2021, CinCor’s Annual Report on Form 10-K for the year ended 31 December 2021 and CinCor’s Quarterly Reports on Form 10-Q for the three months ended 31 March 2022, 30 June 2022 and 30 September 2022, in each case as set forth in the Disclosure Statement) does not purport to be an estimate of the post-reorganization market value. Such trading value, if any, may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in amended by any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those we discuss in this Supplement under the heading “Risk Factors” and in other reports we file subsequent filings made with the SEC. These and other filings made by AstraZeneca and CinCor with the SEC are available at the SEC’s Internet site (wxx.xxx.xxx). Cardiovascular, Renal and Metabolism (CVRM), part of BioPharmaceuticals, forms one of AstraZeneca’s main disease areas and is a key growth driver for the Company. By following the science to understand more clearly the underlying links between the heart, kidneys and pancreas, AstraZeneca is investing in a portfolio of medicines for organ protection and improve outcomes by slowing disease progression, reducing risks and tackling co-morbidities. The factors we discuss in this Supplement are not necessarily all Company’s ambition is to modify or halt the important factors natural course of CVRM diseases and potentially regenerate organs and restore function, by continuing to deliver transformative science that could affect us. Unpredictable or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results improves treatment practices and CV health for millions of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statementspatients worldwide.
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looking Statements. This Supplement contains (and incorporates by reference) various statements, including those that express a belief, expectation or intention and those that are not statements of historical fact, that are “Offering Circular includes forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These Such statements may include projectionsare not necessarily based on historical facts, analyses and estimates (including those set forth in the Disclosure Statement) but they are statements concerning our business strategies, revenues, income, cash flows, capital requirements and enterprise valuefuture expectations. Forward-looking statements generally use words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement. Those forward-looking statements speak only as of the date on the front cover of this Supplement. We expressly disclaim any obligation to update or revise those statements, whether as a result of new information, future events or otherwise, except as applicable law may require us to do so, and we caution you not to rely unduly on them. We have based those forward-looking statements on our current expectations and assumptions about future events, which may prove to be inaccurate. Furthermore, the estimated enterprise value for the Reorganized Debtors (as been set forth in several parts of this Offering Circular, such as under the Disclosure Statement) does not purport to be an estimate headlines “Summary”, “Risk factors”, “Merger of YIT and Lemminkäinen – Background for the Merger”, “YIT’s capitalization and indebtedness”, “Merger of YIT and Lemminkäinen”, “Information on the Combined Company”, “Information on YIT” and “Information on Lemminkäinen” as well as in other such parts of this Offering Circular which contain information on the Combined Company’s business-related future results, plans and expectations, including its strategic plans, plans on future growth and profitability, and general financial situation. Such statements are based on perceptions and assumptions of the post-reorganization market value. Such trading valuemanagement of YIT and Lemminkäinen and information currently available for the management of YIT and Lemminkäinen, if any, and thus such statements may be materially different from the valuations set forth in the Disclosure Statement. While our management considers those expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Therefore, actual results may differ materially and adversely from those expressed in any considered as forward-looking statements. Factors Among others, statements that might cause include the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “assume”, “may”, “aim”, “could” or contribute to such differences include, but are not limited to, those we discuss in this Supplement under the heading “Risk Factors” and in other reports we file with the SEC. The factors we discuss in this Supplement are not necessarily all the important factors that could affect us. Unpredictable similar verbs or unknown factors we have not discussed in this Supplement also could have material adverse effects on actual results of matters that are the subject of our expressions may be considered as forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our existing and potential security holders that they should (1) be aware that important factors to which we do not refer in this Supplement could affect the accuracy of our Other forward-looking statements can be identified from the context in which such statements have been made. These forward-looking statements are being based on present plans, estimates, forecasts and (2) use caution expectations which in turn rest on certain expectations that are currently justifiable but may turn out to be incorrect. As forward-looking statements are being based on expectations, they are often associated with risks and common sense when considering our factors of uncertainty. Shareholders should not rely on these forward-looking statements. Numerous factors of uncertainty may cause the Combined Company’s actual results of operations or its financial position to differ materially from the results of operations or financial position that are expressly described in or may be concluded from the forward-looking statements included in the Offering Circular. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, level of performance or achievements of the Combined Company, or industry results, to differ even materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Examples of these risks, uncertainties and other factors are included in the section titled “Risk factors” in this Offering Circular. The aforesaid list is not exhaustive and new risks may emerge from time to time. Should one or more of these or other risks or uncertainties materialize, or should any underlying assumptions prove to be incorrect, the Combined Company’s actual results of operations or financial position could differ materially from what has been described as expected, believed, estimated or anticipated in this Offering Circular. INFORMATION DERIVED FROM THIRD PARTY SOURCES Where certain information contained in this Offering Circular has been derived from third party sources, such sources have been identified herein. YIT confirms that such third party information (with the exception of information concerning Lemminkäinen as stated above) has been accurately reproduced in the Offering Circular and that as far as YIT is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where certain information contained in this Offering Circular relating to Lemminkäinen has been derived from third party sources, such sources have been identified herein. Lemminkäinen confirms that any information which has been derived from third party sources relating to Lemminkäinen as stated above and contained in this Offering Circular has been accurately reproduced in the Offering Circular and that as far as Lemminkäinen is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
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Samples: Merger Agreement (Yit Oyj)