Because the market price of PTMN’s common stock and the net asset value per share of PTMN and GARS will fluctuate, our stockholders cannot be sure of the market value or exact composition of the Merger Consideration they will receive until the closing date of the Mergers.
Sales of shares of PTMN’s common stock after the completion of the Mergers may cause the market price of PTMN’s common stock to decline.
Our stockholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.
PTMN may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to realize such benefits.
The announcement and pendency of the proposed Mergers could adversely affect our business, financial results and operations.
If the Mergers do not close, we will not benefit from the expenses incurred in our pursuit of the Mergers and, under certain circumstances, we will be required to pay all of PTMN’s expenses incurred in connection with the Mergers, subject to a maximum reimbursement payment of $550,000.
The termination of the Merger Agreement could negatively impact us.
The Mergers are subject to closing conditions, including stockholder approvals, that, if not satisfied or waived, will result in the Mergers not being completed, which may result in material adverse consequences to our business and operations.
We are subject to operational uncertainties and contractual restrictions while the Mergers are pending, including restrictions on pursuing alternatives to the Mergers.
The Merger Agreement contains provisions that could discourage or make it difficult for a third party to acquire us prior to the completion of the proposed Mergers.
The opinion delivered to the Special Committee (as defined below) and the Board from the financial advisor to the Special Committee prior to signing the Merger Agreement will not reflect changes in circumstances since the date of such opinion.
Subject to applicable law, we may waive one or more conditions to the Mergers without resoliciting approval from our stockholders.
The shares of PTMN’s common stock to be received by our stockholders as a result of the Mergers will have different rights associated with them than shares of our common stock currently held by them.
The market price of PTMN’s common stock after the Mergers may be affected by factors different from those affecting PTMN’s common stock currently.
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