Participants in Solicitation. The Company and its directors and executive officers, and Gentiva and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Gentiva common stock in respect of the proposed merger. Information about the directors and executive officers of the Company is set forth in the proxy statement for the Company’s 2014 Annual Meeting of Shareholders, which was filed with the SEC on April 3, 2014. Information about the directors and executive officers of Gentiva is set forth in the proxy statement for Gentiva’s 2014 Annual Meeting of Shareholders, which was filed with the SEC on March 25, 2014. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement/prospectus regarding the proposed merger when it becomes available.
Participants in Solicitation. Merida and Xxxxxx and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Merida’s stockholders in connection with the proposed business combination. Information about Merida’s directors and executive officers and their ownership of Merida’s securities is set forth in Merida’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading the proxy statement/prospectus/consent solicitation statement regarding the proposed business combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. Forward-Looking Statements This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination between Merida and Leafly, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the services offered by Leafly and the markets in which Leafly operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and Merida’s or Leafly’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions). Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of Merida’s securities; (ii) the risk that the proposed business combination may not be completed by Merida’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Merida; (iii) the failure to satisfy the con...
Participants in Solicitation. The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company’s directors and executive officers is available in its proxy statement filed with the SEC and Canadian securities regulatory authorities on April 23, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC and Canadian securities regulatory authorities (when they become available). These documents can be obtained free of charge from the Company (when they become available) from the sources indicated above.
Participants in Solicitation. The Company and its directors, executive officers and certain employees, may be deemed, under SEC rules and applicable rules in Canada, to be participants in the solicitation of proxies in respect of the Merger. Information regarding the Company’s directors and executive officers is available in its proxy statement filed with the SEC and Canadian securities regulatory authorities on April 23, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC and Canadian securities regulatory authorities (when they become available). These documents can be obtained free of charge from the Company (when they become available) from the sources indicated above. PATTERN ENERGY GROUP INC. PAGE 2 Pattern Energy Announces Sale to CPPIB Compelling Shareholder Value All-cash transaction delivers significant, immediate and certain value to Pattern Energy’s shareholders Represents a ~14.8% premium to Pattern Energy's undisturbed share price* An Experienced Investor that Brings Execution Certainty CPPIB is a well-known investor with a proven track record of closing renewable energy acquisitions CPPIB has arranged committed financing for transaction Favorable Transaction Terms Extensive review process Transaction is the result of a robust process by special committee of the Board that we believe culminated in a transaction that delivers value to shareholders Special committee engaged independent legal and financial advisors to assist in reviewing the transaction Transaction unanimously approved by special committee *August 9, 2019, the last trading day prior to market rumors regarding a potential acquisition of the Company. PATTERN ENERGY GROUP INC. PAGE 3 Transaction Overview CPPIB and Riverstone to Combine Pattern Energy and Pattern Development into an Integrated Renewable Energy Company Pattern Energy Transaction Pattern Energy CPPIB is acquiring 100% of Pattern Energy’s outstanding common shares in an all-cash transaction valued at $26.75 per share + Pattern Development Transaction Riverstone to contribute its stake in Pattern Development into the new Pattern in exchange for new Pattern equity and cash Pattern Development Pro-Forma Company Under CPPIB and Riverstone COMBINED Pattern PATTERN ENERGY GROUP INC. PAGE 4 Transaction Terms • CPPIB will acquire 100% of Pattern E...
Participants in Solicitation. The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2018 Annual Meeting. The participants in the solicitation of proxies in connection with the 2018 Annual Meeting are currently anticipated to be the Company, Xxxxxxx X. Xxxxxxxx, Xxxxx X. Xxxxxxx, Xxxxx X. Crew, Xxxxx Xxxxx, Xxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxx, Xxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx Xxxxxxxxx, Xxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxxx Xxxxxx, Xxxxx X’Xxxxxxx and Xxxxx Xxxxxx. As of the date hereof, Xx. Xxxxxxx beneficially owns 3,175 shares of common stock of the Company, par value $1.00 (the “Common Stock”), which includes 1,594 shares held in trusts, 797 shares each, for the benefit of Xx. Xxxxxxx’x children. Ms. Crew beneficially owns 30 shares of Common Stock. Mr. Xxxxx Xxxxx beneficially owns 500,000 shares of Common Stock, 250,000 of which he beneficially owns through a charitable foundation. Mr. Xxxx Xxxxx beneficially owns 33,293,013 shares of Common Stock, as described in a Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2018. Xx. Xxxx beneficially owns 1,353,392 shares of Common Stock, which includes 225,872 shares of Common Stock issuable pursuant to stock options and RSUs currently exercisable or exercisable or vesting within 60 days and includes 332,925 shares held in grantor retained annuity trusts for the benefit of Xx. Xxxx’x children and 47,303 shares held in trust by Xx. Xxxx’x wife. Xx. Xxxxxxx beneficially owns 50,707 shares of Common Stock. Xx. Xxxxxx beneficially owns 54,949 shares of Common Stock. Xx. Xxxxxxxxx beneficially owns 14,788 shares of Common Stock, which includes 25 shares held in a revocable trust by Xx. Xxxxxxxxx’x wife, 193 shares in an XXX and 14,570 held in a revocable trust. Xx. Xxxxxxxxx beneficially owns 260,949 shares of Common Stock. Xx. Xxxxx beneficially owns 175,046 shares of Common Stock. Xx. Xxxxxx beneficially owns 14,134 shares of Common Stock. Xx. X’Xxxxxxx beneficially owns 6,855 shares of Common Stock. As of the date hereof, Messrs. Xxxxxxxx, Xxxxxxx and Xxxxxx, Xx. Xxxxxxxx and Xx. Xxxxxx do not beneficially own any shares of Common Stock. Certain information concerning these participants is also set forth in the Company’s definitive proxy statement, dated March 30, 2017, for its 2017 annual meeting of shareholders as filed with the SEC on Schedule 14A a...
Participants in Solicitation. The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s security holders in connection with the Company’s 2013 annual meeting. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, its Form 10-K/A dated April 30, 2013 and its definitive proxy statement dated April 13, 2012, each of which has been filed with the SEC. To the extent holdings of the Company’s securities have changed from the amounts included in the Form 10-K/A dated April 30, 2013, such changes have been or will be reflected on Statements of Change in Ownership on Forms 4 and 5 filed with the SEC and will be reflected in the definitive proxy statement for the 2013 annual meeting. Additional information regarding such individuals will be included in the definitive proxy statement for the 2013 annual meeting. These documents (once available) may be obtained free of charge at the SEC’s website at hxxx://xxx.xxx.xxx or from the Company by contacting Jxxx XxXxxxx, The Jxxxx Group Chief Financial Officer, at (000) 000-0000 or JXxXxxxx@xxx.xxx. SCHEDULE B Agreed form of Form 8-X XXXXXX XXXXXX SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2013 THE JXXXX GROUP INC. (Exact Name of registrant as specified in its charter) Pennsylvania 1-10746 00-0000000 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 (Address of principal executive offices) (000) 000-0000 (Registrant’s telephone number, including area code) Not Applicable Former name or former address, if changed since last report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C...
Participants in Solicitation. The Company, its directors and certain of its executive officers may be deemed to be participants in the solicitation of proxies from the Company’s security holders in connection with the Company’s 2013 annual meeting. Security holders may obtain information regarding the names, affiliations and interests of such individuals in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, its Form 10-K/A dated April 30, 2013 and its definitive proxy statement dated April 13, 2012, each of which has been filed with the SEC. To the extent holdings of the Company’s securities have changed from the amounts included in the Form 10-K/A dated April 30, 2013, such changes have been or will be reflected on Statements of Change in Ownership on Forms 4 and 5 filed with the SEC and will be reflected in the definitive proxy statement for the 2013 annual meeting. Additional information regarding such individuals will be included in the definitive proxy statement for the 2013 annual meeting. These documents (once available) may be obtained free of charge at the SEC’s website at hxxx://xxx.xxx.xxx or from the Company by contacting Jxxx XxXxxxx, The Jxxxx Group Chief Financial Officer, at (000) 000-0000 or JXxXxxxx@xxx.xxx.
Participants in Solicitation. TerraForm Power and its directors and executive officers, BEPC and its directors and executive officers, and Brookfield Renewable and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the holders of TerraForm Power common stock in respect of the transaction. Information about the directors and executive officers of TerraForm Power is set forth on its website at xxxx://xxx.xxxxxxxxxxxxxx.xxx/. Information about the directors and executive officers of Brookfield Renewable is set forth on its website at xxxx://xxx.xxxxxxxxxx.xxx/. Information about the directors and executive officers of BEPC will be set forth on its preliminary Form F-1. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus regarding the transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Participants in Solicitation. The Company and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Company’s 2014 Annual Meeting of Shareholders. Information concerning such participants and their direct or indirect interests, including their beneficial ownership in the Company, is available in the Company’s preliminary proxy statement for the 2014 Annual Meeting of Shareholders filed with the SEC on May 12, 2014, and will be set forth in the final Proxy Statement and other materials to be filed with the SEC in connection with the 2014 Annual Meeting of Shareholders when it becomes available. Information regarding the direct and indirect beneficial ownership of the Company’s directors and executive officers in the Company’s securities is also included in their respective SEC filings on Forms 3, 4 and 5. Shareholders are advised to read the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders and other relevant documents when they become available, because they will contain important information. You can obtain free copies of these documents from the Company as described above. “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this news release regarding Aaron’s, Inc.’s business that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on current expectations, forecasts and assumptions of Aaron’s that involve risks and uncertainties which could cause actual results to differ materially from those contained in the forward-looking statements. These risks and uncertainties include: changes in general economic conditions; the impact of competition; the impact of litigation; changes to customer demand; Aaron’s ability to maintain customer privacy and information security; the cost and time required of Aaron’s management and employees and general disruption to Aaron’s operations associated with responding to any potential proxy contest; the ability to achieve expected synergies and operating efficiencies from the acquisition; the ability to successfully integrate Progressive’s operations; such integration may be more difficult, time-consuming or costly than expected; revenues following the acquisition may be lower than expected; operating costs, customer loss and business disruption may be greater than exp...
Participants in Solicitation. GreenVision and its directors and officers may be deemed participants in the solicitation of proxies of GreenVision’s shareholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of GreenVision’s executive officers and directors in the solicitation by reading GreenVision’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, the preliminary proxy statement filed with the SEC on April 8, 2021, and the definitive proxy statement and other relevant materials when they are filed with the SEC in connection with the business combination. Helbiz and its officers and directors may also be deemed participants in such solicitation in connection with the business combination. A list of the names of such directors and executive officers and information regarding their interests in the business combination are set forth in the preliminary proxy statement, which was filed on April 8, 2021 with the SEC, and the definitive proxy statement, when it is filed with the SEC, in connection with the proposed business combination. These documents can be obtained free of charge from the sources indicated above.
