CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the
website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the Offer named in the Schedule TO.
Cautionary
Forward-Looking Statements
All of the statements in this document, other than historical facts, are forward-looking statements, including, without
limitation, the statements made concerning the pending acquisition of the Company by the Parent Entities, and are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements made herein with respect to the
tender offer, the merger and related transactions, including, for example, the timing of the completion of the merger and the potential benefits of the merger, reflect the current analysis of existing information and are subject to various risks and
uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Companys actual results may differ materially from its expectations or projections. The following factors,
among others, could cause actual plans and results to differ materially from those described in forward-looking statements: (i) uncertainties as to the timing of the tender offer and the merger; (ii) uncertainties as to how many
stockholders of the Company will tender their shares of the Companys common stock in the tender offer; (iii) the possibility that competing acquisition proposals will be made; (iv) the possibility that the Company will terminate the
merger agreement to enter into an alternative business combination, refinancing, or other recapitalization transaction; (v) the possibility that various closing conditions for the transactions contemplated by the merger agreement may not be
satisfied or waived; (vi) the risk that the merger agreement may be terminated in circumstances requiring the Company to pay a termination fee; (vii) risks related to the filing or filings to be made with CFIUS, and unanticipated
developments in related law; (viii) the possibility that the transactions contemplated by the merger agreement may not be timely completed, if at all; (ix) the risk that, prior to the completion of the transactions contemplated by the
merger agreement, if at all, the Companys business and its relationships with employees, collaborators, vendors and other business partners could experience significant disruption, whether due to uncertainty related to the tender offer, the
merger and related transactions or otherwise, continued degradation in the Companys financial performance, or other factors; (x) the risk that the Parent Entities equity financing, debt financing or both are unavailable to complete
the tender offer or the merger; (xi) the risk that stockholder litigation in connection with the tender offer or the merger may result in significant costs of defense, indemnification and liability; (xii) the risk that the Company does not
generate sufficient cash flow from operations to meet its obligations during the period prior to the completion of the transactions contemplated by the merger agreement; (xiii) the risks and uncertainties pertaining to the Companys
business; and (xiv) other factors included elsewhere in the Companys public periodic filings with the SEC, as well as the tender offer materials filed and to be filed by the Parent Entities in connection with the tender offer. Other
factors that could cause actual results to differ materially include those set forth in the Companys SEC reports, including, without limitation, the risks described in the Companys Annual Report on Form
10-K
for its fiscal year ended March 31, 2018, the Companys Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018, the Companys
Quarterly Report on Form
10-Q
for the quarter ended September 29, 2018, the Current Report on Form
8-K,
filed July 2, 2018 and the Current Report on Form
8-K,
filed November 13, 2018, each of which are on file with the SEC. The Companys SEC filings are available publicly on the SECs website at www.sec.gov, on the Companys website at
https://www.blackbox.com/ under the Investor Relations section or upon request via phone at
724-873-6788.
The Company disclaims any obligation or undertaking to update
or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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