Cautionary Statement Concerning Forward-Looking Statements
Certain statements made herein contain “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to estimates and projections of future earnings per share, cash flow and revenue growth and other financial results, developments relating to each company’s customers and end-markets, and plans concerning business development opportunities, acquisitions and divestitures. Words such as “believes,” “intends,” “anticipates,” “plans,” “expects,” “projects,” “forecasts,” “will,” “may,” “could” and similar expressions, and references to guidance, are intended to identify forward-looking statements. Such statements are based on the management of each company’s current assumptions and expectations and no assurances can be given that their assumptions or expectations will prove to be correct. A number of important risk factors could cause actual results to differ materially from the results described, implied or projected in any forward-looking statements. These factors include, without limitation: the failure of all of the closing conditions of the proposed Acquisition to be satisfied, including receipt of requisite approvals by Oxford’s shareholders, and the sanction of the Scheme by the Court, which conditions may not be satisfied or waived; uncertainties as to the timing of the consummation of the Acquisition and the ability of each party to consummate the Acquisition; the occurrence of any event, change or other circumstance that could give rise to the termination of the Implementation Agreement; the effect of the announcement or pendency of the proposed Acquisition on the Company’s or Oxford’s business, operating results, and relationships with customers, suppliers, competitors and others; risks that the proposed Acquisition may disrupt the Company’s or Oxford’s current plans and business operations; potential difficulties retaining employees as a result of the proposed Acquisition; risks related to the diverting of management’s attention from the Company’s or Oxford’s ongoing business operations; the outcome of any legal proceedings that may be instituted against the Company or Oxford related to the Implementation Agreement or the proposed Acquisition; markets into which the parties sell products declining or not growing as anticipated; effect of the COVID-19 pandemic on sales and operations of the parties; fluctuations in the global economic and political environments; the ability of the parties to execute acquisitions (including the Acquisition) and license technologies, or to successfully integrate acquired businesses and licensed technologies; the failure of the Company or Oxford to maintain compliance with applicable government regulations; regulatory changes; the failure of the Company or Oxford to comply with healthcare industry regulations; economic, political and other risks associated with foreign operations; the ability to retain key personnel; significant disruption in information technology systems, or cybercrime; the ability of the Company to obtain future financing; the United Kingdom’s withdrawal from the European Union; the ability of the Company to realize the full value of Oxford’s intangible assets; significant fluctuations in the stock price of the Company or Oxford; and other factors which are described under the caption “Risk Factors” in the most recent quarterly report on Form 10-Q and in other filings with the SEC of each of the Company and Oxford.
The information contained in the Company’s filings with SEC, including in the Company’s Form 10-K for the fiscal year ended December 29, 2019 identifies other important factors that could cause actual results to differ materially from those stated in or implied by the forward-looking statements herein.
The information contained in Oxford’s filings with SEC, including in Oxford’s Form 10-K for the year ended December 31, 2019 identifies other important factors that could cause actual results to differ materially from those stated in or implied by the forward-looking statements herein.
The Company’s and Oxford’s filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue reliance upon forward-looking statements. We anticipate that subsequent events and developments will cause our views to change. However, while the Company or Oxford may elect to update these forward-looking statements at some point in the future, each of the Company and Oxford specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s or Oxford’s views as of any later date.
