This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the Merger including the expected timing of the closing of the Merger. These forward-looking statements involve risks and uncertainties, many of which are outside management’s control. If any of these risks or uncertainties materialize, or if any of our assumptions prove incorrect, our actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include risks associated with: the risk that the conditions to the closing of the Merger are not satisfied; the risk that the
merger agreement for the Merger may be terminated in circumstances that require
Iconix to pay a termination fee of $1,824,000 and reimbursement of expenses of $10,000,000; potential litigation relating to the Merger; the failure to satisfy other conditions to completion of the Merger; the failure of Iconix Merger Sub Inc. to consummate the necessary financing arrangements; risks that the tender offer and related transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; uncertainties as to the timing of the consummation of the Merger and the ability of each party to consummate the Merger; and the risks described in the filings that we make with the
SEC from time to time, including the risks described under the headings “
Risk Factors” and “
Management Discussion and Analysis of Financial Condition and Results of Operations” in our
Annual Report on Form 10-K, which was filed with the
SEC on March 31, 2021, and which should be read in conjunction with our financial results and forward-looking statements. Our filings with the
SEC are available on the
SEC filings section of the
Investor Relations page of our website at http://iconixbrand.com. All forward-looking statements in this communication are based on information available to us as of the date of this communication, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law. You should not place undue reliance on such forward-looking statements. All forward-looking statements are based on information available to management on the date of this communication, and we assume no obligation to, and expressly disclaim any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
