Prospective Financial Information. In the event the Services involve prospective financial information, our work will not constitute an examination or compilation, or apply agreed-upon procedures, in accordance with standards established by the American Institute of Certified Public Accountants or otherwise, and we will express no assurance of any kind on such information. There will usually be differences between estimated and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. We will take no responsibility for the achievability of results or events projected or anticipated by the management of the Client.
Prospective Financial Information. In connection with the discussions between Xxxxxx Xxxx and DSM that led to the negotiation of the Merger Agreement, Xxxxxx Xxxx provided DSM and Purchaser certain prospective financial information concerning Xxxxxx Xxxx, including projected consolidated revenues, operating expense, income from operations, net income and earnings before interest, taxes, depreciation and amortization (EBITDA) for Xxxxxx Xxxx'x fiscal years 2011 through 2016. None of DSM, Purchaser or any of their affiliates or representatives participated in preparing, and they do not express any view on, the prospective information summarized below, or the assumptions Table of Contents underlying such information. The summary of such information is included solely to give stockholders access to the information that was made available to DSM and is not included in this Offer to Purchase in order to influence any Xxxxxx Xxxx stockholder to make any investment decision with respect to the Offer or the Merger, including whether to tender Shares in the Offer or whether or not to seek appraisal rights with respect to the Shares. It is our understanding that this prospective financial information was prepared by Xxxxxx Xxxx for internal use and was not prepared for use in the documents relating to the Offer or with a view toward public disclosure, or with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts, or generally accepted accounting principles ("GAAP"). To our knowledge, neither Xxxxxx Xxxx'x independent registered public accounting firm, nor any other independent accountants, have compiled, examined or performed any procedures with respect to the prospective financial information included below, or expressed any opinion or any other form of assurance on such information or its achievability. It is our understanding that Xxxxxx Xxxx'x prospective financial information reflects numerous estimates and assumptions made by Xxxxxx Xxxx with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Xxxxxx Xxxx'x business, all of which are difficult to predict and many of which are beyond Xxxxxx Xxxx'x control. Certain of these assumptions are described under the heading "Financial Projections" in the Schedule 14D-9 prepared by Xxxxxx Xxxx and bei...
Prospective Financial Information. The Company and the Target Companies have prepared certain prospective financial information in respect of the Target Companies for the year ending 31 December 2000. There is no present intention to update this information during the year or to publish such information in future years, although the Directors are aware of the requirements of paragraphs 2.10 and 2.11 of the Listing Agreement between the Company and the Stock Exchange. This information is necessarily based upon a number of assumptions (see Appendix VII) that, while presented with numerical specificity and considered reasonable by the Company and the Target Companies, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and the Target Companies, and upon assumptions with respect to future business decisions which are subject to change. Accordingly, there can be no assurance that these results will be realised. The prospective financial information presented below may vary from actual results, and these variations may be material. The Company and the Target Companies believe that, on the bases and the assumptions discussed in Appendix VII and in the absence of unforeseen circumstances, the combined net profit of the Target Companies for the year ending 31 December 2000 is unlikely to be less than RMB8,300 million (equivalent to approximately HK$7,817 million) under accounting principles generally accepted in Hong Kong ("Hong Kong GAAP"). The texts of the letters from KPMG, CICC and Xxxxxxx Xxxxx in respect of the profit forecast are set out in Appendix VII to this circular. On the same bases and assumptions for the profit forecast, the Company and the Target Companies believe that the combined revenue, combined cash flow from operating activities and the combined adjusted EBITDA of the Target Companies for the year ending 31 December 2000 are unlikely to be less than RMB33,400 million (equivalent to approximately HK$31,454 million), RMB 18,290 million (equivalent to approximately HK$17,225 million) and RMB17,900 million (equivalent to approximately HK$16,857 million), respectively. The Company and the Target Companies are not currently aware of any extraordinary items which have arisen or are likely to arise in respect of the year ending 31 December 2000 which would affect the prospective financial information presented. The consolidated accounts of the Company and its subsidiaries for the y...
Prospective Financial Information. All statements, projections, estimates, and expressions of opinion, belief, expectation or intention included in (i) the Current Report on Form 8-K (and exhibit thereto) dated December 2, 2013 incorporated by reference into the Prospectus and (ii) the Issuer Free Writing Prospectus dated December 2, 2013 (the “December 2, 2013 Issuer Free Writing Prospectus”), ((i) and (ii) collectively, the “Prospective Financial Information”) have been prepared after due consideration, and represent reasonable and fair expectations held by the Company on the basis of facts known by the Company after due inquiry, and are based in part on accounting and other financial records of the Company, and the assumptions underlying the Prospective Financial Information are reasonable.
Prospective Financial Information. Glatfelter Projections Glatfelter does not, as a matter of course, publicly disclose long-term projections as to future revenue, earnings or other results, and projections for extended periods are of particular concern given the unpredictability of the underlying assumptions and estimates. However, in connection with Glatfelter’s TABLE OF CONTENTS consideration of a potential transaction involving Berry and the HHNF Business, in September 2023, Glatfelter management updated its non-public, internal financial projections for fiscal years 2023 through 2028 (the “Glatfelter September Management Projections”). Glatfelter also updated the non-public financial projections for fiscal years 2023 through 2028 in February 2024 (the “Glatfelter February Management Projections” and, together with the Glatfelter September Management Projections, the “Glatfelter Projections”). Glatfelter management provided the Glatfelter Projections to the Glatfelter Board in connection with its evaluation of the Transactions. The Glatfelter Projections were also provided to Glatfelter’s financial advisor, and Glatfelter’s financial advisor was directed by Glatfelter to use and rely upon the Glatfelter February Management Projections for purposes of its financial analysis and opinion as more fully described above under “Opinion of Glatfelter’s Financial Advisor.” In connection with the due diligence review of Glatfelter by Berry, certain of the Glatfelter September Management Projections were also provided to Berry. The material estimates and assumptions made by Glatfelter’s management team in connection with the preparation of the Glatfelter September Management Projections include: • Pro forma adjustments to the 2023 estimates for items like the sale of a business with an EBITDA loss, a full year of benefit from actions in place as part of the turnaround strategy, and other adjustments, to project 2023 pro forma estimates (“2023PFE”). • Revenue growth at a compounded annual growth rate of 2.9% for fiscal years 2023 through 2028, reflecting slower growth in 2024 and an increase in Glatfelter’s nonwovens volume in 2025 and beyond and continued pricing improvements to offset inflation. • Adjusted EBITDA growth at a compounded annual growth rate of 7.4% for fiscal years 2023 through 2028, reflective of continued improvement of the Spunlace segment, new product and new business development, operational enhancements, turnaround strategy benefits and product mix improvements. • Capita...
Prospective Financial Information. In connection with the discussions between ZOLL and Asahi Kasei that led to the negotiation of the Merger Agreement, ZOLL provided Asahi Kasei and Purchaser prospective financial information concerning ZOLL, certain of which is summarized and described in more detail below.
