UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)
MICROS
SYSTEMS, INC.
(Name of Subject Company (Issuer))
ROCKET ACQUISITION CORPORATION
(Offeror)
a subsidiary
of
OC ACQUISITION LLC
(Parent of Offeror)
a
subsidiary of
ORACLE CORPORATION
(Parent of Offeror)
(Names of Filing Persons)
Common Stock, Par Value $0.025 Per Share
(Title of Class of Securities)
594901100
(Cusip Number
of Class of Securities)
Dorian Daley
Senior Vice President, General Counsel and Secretary
Oracle Corporation
500
Oracle Parkway
Redwood City, California 94065
Telephone: (650) 506-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Keith
A. Flaum
James R. Griffin
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood City, California 94065
Telephone: (650) 802-3000
CALCULATION
OF FILING FEE
|
|
|
Transaction Valuation* |
|
Amount of Filing Fee** |
$5,443,494,248 |
|
$701,122.06 |
|
* |
Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.025 per share, of MICROS Systems,
Inc. (the Company), at a purchase price of $68.00 per share, net to the seller in cash, without interest thereon and subject to any required tax withholding. Such shares consist of: (i) 74,817,363 shares of common stock of the Company
that were issued and outstanding as of June 25, 2014; (ii) 4,175,192 shares common stock of the Company potentially issuable upon exercise of outstanding exercisable in-the-money stock options as of June 25, 2014; and (iii) 1,058,831 shares of
common stock of the Company potentially issuable pursuant to outstanding stock options that may undergo accelerated vesting and be settled for shares of common stock of the Company in connection with the Offer. The foregoing figures have been
provided by the issuer to the offeror and are as of June 25, 2014, the most recent practicable date. |
** |
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2014, issued August 30, 2013, by multiplying the transaction
value by 0.00012880. |
x |
Check box if any part of the fee is offset as provided by Rule 011(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. |
|
|
|
Amount Previously Paid: $701,122.06 |
|
Filing Party: Rocket Acquisition Corporation, OC
Acquisition LLC and Oracle Corporation |
Form or Registration No.: Schedule TO |
|
Date Filed: July 3, 2014 |
¨ |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
|
x |
thirdparty tender offer subject to Rule 14d1. |
|
¨ |
issuer tender offer subject to Rule 13e4. |
|
¨ |
goingprivate transaction subject to Rule 13e3 |
|
¨ |
amendment to Schedule 13D under Rule 13d2. |
Check the following box if the filing is a
final amendment reporting the results of the tender offer ¨
If applicable,
check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
|
¨ |
Rule 13e4(i) (CrossBorder Issuer Tender Offer) |
|
¨ |
Rule 14d1(d) (CrossBorder ThirdParty Tender Offer) |
This Amendment No. 7 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the Schedule TO), filed with the Securities and Exchange Commission on July 3, 2014 by Rocket Acquisition Corporation, a Maryland corporation
(Purchaser), a subsidiary of OC Acquisition LLC, a Delaware limited liability company (Parent), which is a subsidiary of Oracle Corporation, a Delaware corporation (Oracle). The Schedule TO relates to the offer by
Purchaser to purchase all of the issued and outstanding shares of common stock, par value, $0.025 per share (the Shares), of MICROS Systems, Inc., a Maryland corporation (the Company), at a purchase price of $68.00 per Share
net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 3, 2014 (the Offer to Purchase) and in the
related Letter of Transmittal (which, together with the Offer to Purchase, as they may be amended or supplemented from time to time, collectively constitute the Offer), copies of which are attached to the Schedule TO as Exhibits
(a)(1)(A) and (a)(1)(B), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO
remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
Items 1
through 9 and Item 11 are hereby amended and supplemented to include the following:
At midnight, New York City time, at the end of
the day on September 2, 2014, the initial offering period for the Offer expired as scheduled. The Depositary has advised that, as of the Expiration Time, a total of 59,996,829 Shares had been properly tendered and not withdrawn pursuant to the
Offer, representing approximately 80.0% of the aggregate number of then issued and outstanding Shares. All conditions to the Offer having been satisfied, Purchaser accepted for payment, and expects to promptly pay for, all Shares properly tendered
and not validly withdrawn pursuant to the Offer.
In addition, the Depositary has advised that, as of the Expiration Time,
2,096,274 Shares have been tendered by Notice of Guaranteed Delivery, which, together with the Shares tendered as of the Expiration Time, represent approximately 82.8% of the aggregate number of then issued and outstanding Shares.
Pursuant to the Merger Agreement and in accordance with Rule 14d-11 of the Exchange Act, Purchaser has commenced a subsequent offering
period of the Offer for all remaining Shares. The subsequent offering period will expire at 12:00 midnight, New York City time, at the end of the day on September 5, 2014, unless extended. All Shares properly tendered during the subsequent
offering period will be accepted for payment, and tendering holders will thereafter promptly be paid the same Offer Price of $68.00 per Share, net to the seller in cash, without interest thereon and subject to any required withholding of taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase. The procedures for accepting the Offer and tendering Shares during the subsequent offering period are the same as those applicable to the initial offering period as
described in the Offer to Purchase, except that Shares properly tendered during the subsequent offering period may not be withdrawn.
Item 12.
Item 12 of the
Schedule TO is hereby amended and supplemented by adding the following exhibits:
|
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|
|
|
(a)(5)(N) |
|
Press Release issued by Oracle on September 3, 2014, announcing the subsequent offering period. |
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certify that the information set forth in
this statement is true, complete and correct.
Date: September 3, 2014
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Rocket Acquisition Corporation |
|
|
By: |
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/s/ Dorian Daley |
Name: |
|
Dorian Daley |
Title: |
|
President |
|
OC Acquisition LLC |
|
|
By: |
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/s/ Dorian Daley |
Name: |
|
Dorian Daley |
Title: |
|
President |
|
Oracle Corporation |
|
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By: |
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/s/ Dorian Daley |
Name: |
|
Dorian Daley |
Title: |
|
Senior Vice President, General Counsel and
Secretary |
EXHIBIT INDEX
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|
|
|
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Exhibit No. |
|
|
Description |
|
|
|
(a)(1)(A) |
|
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Offer to Purchase dated July 3, 2014.* |
|
|
|
(a)(1)(B) |
|
|
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).* |
|
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(a)(1)(C) |
|
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Notice of Guaranteed Delivery.* |
|
|
|
(a)(1)(D) |
|
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
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(a)(1)(E) |
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
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(a)(1)(F) |
|
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Summary Advertisement dated July 3, 2014.* |
|
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|
(a)(5)(A) |
|
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Press Release issued by Oracle Corporation on June 23, 2014 (incorporated by reference to the Schedule TO filed by Oracle Corporation on June 23, 2014).* |
|
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(a)(5)(B) |
|
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General Presentation issued by Oracle Corporation on June 23, 2014 (incorporated by reference to the Schedule TO filed by Oracle Corporation on June 23, 2014).* |
|
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|
(a)(5)(C) |
|
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FAQ issued by Oracle Corporation on June 23, 2014 (incorporated by reference to the Schedule TO filed by Oracle Corporation on June 23, 2014).* |
|
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(a)(5)(D) |
|
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Customer and Partner Letter issued by Oracle Corporation on June 23, 2014 (incorporated by reference to the Schedule TO filed by Oracle Corporation on June 23, 2014).* |
|
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(a)(5)(E) |
|
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Website materials published by Oracle Corporation on June 23, 2014 (incorporated by reference to the Schedule TO filed by Oracle Corporation on June 23, 2014).* |
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(a)(5)(F) |
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Amended complaint captioned Shiva Y. Stein, Individually and on Behalf of Herself and All Others Similarly Situated v. MICROS Systems, Inc., et al., filed on June 27, 2014 and amended on July 9, 2014, in the Circuit
Court for Howard County, Maryland.* |
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(a)(5)(G) |
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Amended complaint captioned Tiffani Boudreaux, Individually on Behalf of Herself and All Others Similarly Situated v. MICROS Systems, Inc. et al., filed on June 26, 2014 and amended on July 9, 2014, in the Circuit Court
for Howard County, Maryland.* |
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(a)(5)(H) |
|
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Amended complaint captioned Joel Rosenfeld IRA, Individually on Behalf of Itself and All Others Similarly Situated v. MICROS Systems, et al., filed on July 2, 2014 and amended on July 9, 2014, in the Circuit Court for Howard
County, Maryland.* |
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(a)(5)(I) |
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Complaint captioned Newspaper and Magazine Employees Union and Phila. Publishers Pension Fund, v. MICROS Systems, Inc., et al., filed July 10, 2014, in the Circuit Court for Howard County, Maryland.* |
|
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(a)(5)(J) |
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Complaint captioned Scott v. MICROS Systems, Inc., et al., filed July 10, 2014, in the Circuit Court for Howard County, Maryland.* |
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(a)(5)(K) |
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Press Release issued by Oracle on July 29, 2014, announcing the extension of the Offer.* |
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(a)(5)(L) |
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Press Release issued by Oracle on August 13, 2014, announcing the extension of the Offer.* |
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(a)(5)(M) |
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Press Release issued by Oracle on August 29, 2014, announcing the receipt of European Commission antitrust clearance.* |
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(a)(5)(N) |
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Press Release issued by Oracle on September 3, 2014, announcing the subsequent offering period. |
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(a)(7) |
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Notice of Merger of Rocket Acquisition Corporation with and into MICROS Systems, Inc.* |
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(b) |
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Not applicable. |
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(d)(1) |
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Agreement and Plan of Merger, dated as of June 22, 2014, among MICROS Systems, Inc., OC Acquisition LLC, Rocket Acquisition Corporation and (solely with respect to performance of its obligations set forth in certain specified
sections thereof) Oracle Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by MICROS Systems, Inc. with the SEC on July 3, 2014). |
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(d)(2) |
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Form of Tender and Support Agreement (incorporated by reference to Exhibit A to Exhibit 2.1 to the Current Report on Form 8-K/A filed by MICROS Systems, Inc. with the SEC on July 3, 2014). |
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(d)(3) |
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Confidential Disclosure Agreement, effective as of April 12, 2014, between Oracle Corporation and MICROS Systems, Inc. (incorporated by reference to Exhibit (e)(2) to the Schedule 14D-9 filed by MICROS Systems, Inc. on July 3,
2014). |
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(d)(4) |
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Exclusivity Agreement, dated as of June 6, 2014, between MICROS Systems, Inc. and Oracle Corporation (incorporated by reference to Exhibit (e)(3) to the Schedule 14D-9 filed by MICROS Systems, Inc. on July 3, 2014). |
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(e) |
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Not applicable. |
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(g) |
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Not applicable. |
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(h) |
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Not applicable. |
Exhibit (a)(5)(N)
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Press Release |
Oracle Completes Initial Tender Offer for MICROS Systems, Inc. with approximately 82.8% of Shares Tendered;
Announces Subsequent Offering Period to Permit Additional Shares to be Tendered
Redwood Shores, Calif. September 3, 2014
News Facts
Oracle Corporation (NYSE: ORCL) announced today that the initial tender offer, through its wholly owned subsidiary, Rocket Acquisition Corporation,
for all outstanding shares of common stock of MICROS Systems, Inc. (NASDAQ: MCRS) (MICROS) expired at midnight (New York City time) at the end of September 2, 2014.
The depositary for the tender offer has advised Oracle that, as of the expiration of the initial tender offer period, approximately 62,093,103 shares of
MICROS common stock (including approximately 2,096,274 shares subject to guaranteed delivery procedures) were properly tendered and not withdrawn in the tender offer, representing approximately 82.8% of the MICROS shares outstanding. All
properly tendered shares have been accepted for payment, which will be made in accordance with the terms of the tender offer.
Oracle also announced today
that its subsidiary, Rocket Acquisition Corporation, has commenced a subsequent offering period to acquire all the remaining MICROS shares outstanding, which expires at midnight, New York City time, at the end of Friday, September 5, 2014, unless
extended. During this subsequent offering period, holders of shares of MICROS common stock who did not previously tender their shares into the tender offer may do so, and such shares will be immediately accepted and promptly paid for after
tendered. The same per share consideration paid during the initial offering period will be paid during the subsequent offering period. The procedures for tendering shares of MICROS common stock during the subsequent offering period are the
same as those applicable to the initial tender offer period as described in the offer to purchase, except that shares tendered during the subsequent offering period may not be withdrawn. The subsequent offering period enables holders of MICROS
shares who did not tender during the initial offering period to participate in the offer and receive the offer price on an expedited basis, rather than waiting to receive payment until the completion of the merger described below.
Following the expiration of the subsequent offering period, Oracle will complete the acquisition of MICROS through a merger, pursuant to the terms of the
merger agreement. In the merger, each of the remaining shares of MICROS common stock will be converted into the right to receive $68.00 per share, in cash, without interest and less any required withholding taxes, which is the same amount per share
which was paid in the tender offer. Following the merger, MICROS will become a wholly-owned subsidiary of Oracle, and MICROS common stock will no longer be listed on NASDAQ.
About Oracle
Oracle engineers hardware and software to
work together in the cloud and in your data center. For more information about Oracle (NYSE:ORCL), visit www.oracle.com.
Trademarks
Oracle and Java are registered trademarks of Oracle and/or its affiliates. Other names may be trademarks of their respective owners.
This document is for informational purposes only and may not be incorporated into a contract or agreement.
Contact Info
|
|
|
Deborah Hellinger Oracle Corporate
Communications +1.212.508.7935
deborah.hellinger@oracle.com |
|
Ken Bond Oracle Investor Relations
+1.650.607.0349 ken.bond@oracle.com |
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication is for informational purposes
only. The tender offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or the acceptance thereof would not comply with the laws of that
jurisdiction. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by Rocket Acquisition Corporation with the U.S.
Securities and Exchange Commission (SEC) on July 3, 2014, as amended from time to time. In addition, on July 3, 2014, MICROS Systems, Inc. filed a Solicitation/Recommendation statement on Schedule 14D-9 with the SEC related to the tender
offer. Stockholders of MICROS Systems, Inc. are urged to read these documents, all amendments thereto and other documents filed with the SEC carefully in their entirety because they contain important information about the tender offer. The tender
offer statement and certain other offer documents, along with the Solicitation/Recommendation statement, will be made available to all stockholders of MICROS Systems, Inc. at no expense to them. These documents are available at no charge through the
web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase, related Letter of Transmittal, the Solicitation/Recommendation statement and other offering documents may also be obtained for free by contacting the Information Agent for
the tender offer, Innisfree, M&A Incorporated, toll-free at 888-750-5834.
Cautionary Statement Regarding Forward-Looking Statements
This document contains certain forward-looking statements about Oracle and MICROS Systems, Inc., including statements that involve risks and uncertainties
concerning Oracles proposed acquisition of MICROS Systems, Inc., anticipated customer benefits and general business outlook. When used in this document, the words anticipates, can, will, look forward
to, expected and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statement may be influenced by a variety of factors, many
of which are beyond the control of Oracle or MICROS Systems, Inc., that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and
uncertainties. Potential risks and uncertainties include, among others, the risk that anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner,
if at all, general economic conditions in regions in which either company does business, and the possibility that Oracle or MICROS Systems, Inc. may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no
assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Oracle or MICROS
Systems, Inc. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Oracle nor MICROS Systems, Inc. is under any duty to update any of the information in this document.
In addition, please refer to the documents that Oracle and MICROS Systems, Inc., respectively, file with the U.S. Securities and Exchange Commission (the
SEC) on Forms 10-K, 10-Q and 8-K. These filings identify and address other important factors that could cause Oracles and MICROS Systems, Incs
respective operational and other results to differ materially from those contained in the forward-looking statements set forth in this document. You are cautioned to not place undue reliance on
forward-looking statements, which speak only as of the date of this document. Neither Oracle nor MICROS Systems, Inc. is under any duty to update any of the information in this document.
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