UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2015
Layne Christensen Company
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-34195 |
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48-0920712 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
1800 Hughes Landing Boulevard, Suite 700
The Woodlands, TX 77380
(Address of Principal Executive Offices) (Zip Code)
(281)
475-2600
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On July 6, 2015, the Board of Directors (the Board) of Layne
Christensen Company (Layne) appointed J. Michael Anderson as Laynes Chief Financial Officer and a Senior Vice President, effective July 20, 2015. Concurrent with the appointment of Mr. Anderson as Chief Financial Officer
and Senior Vice President, Andrew Atchison advised Layne that he will resign as interim Senior Vice President and Chief Financial Officer of Layne, effective July 20, 2015.
Mr. Anderson, 52, joins Layne after having served as Senior Vice President and Chief Financial Officer of the general partner of
Southcross Energy Partners, L.P., a midstream service company, from April 2012 until June 2015. Prior to joining Southcross Energy, Mr. Anderson served from 2003 until 2012 as Senior Vice President and Chief Financial Officer of Exterran
Holdings, Inc. and/or Exterran Partners GP LLC, the general partner of Exterran Partners, L.P., a midstream services company. Mr. Anderson also served as a member of the Board of Directors at Exterran Partners. Prior to joining Exterran
Partners, Mr. Anderson served as Chief Financial Officer of Azurix Corp., a diversified water infrastructure company, and later served as the companys Chairman and Chief Executive Officer. Mr. Anderson also spent ten years at J.P.
Morgan Chase & Co. in the global investment banking business where he specialized in mergers and acquisitions. Mr. Anderson holds a BBA in finance from Texas Tech University and an MBA in finance from The Wharton School of the
University of Pennsylvania.
There are no family relationships between Mr. Anderson and any director or executive officer of Layne,
and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Andersons appointment, Layne and Mr. Anderson entered into an offer letter dated July 6, 2015 (the
Offer Letter). Below is a description of the material terms of Mr. Andersons compensation arrangements.
Offer Letter
Base Salary and Vacation. For Laynes fiscal year ending January 31, 2016 (FY2016),
Mr. Anderson will receive an annual base salary of $400,000 (prorated), to be paid in accordance with Laynes normal payroll procedures. For each fiscal year beginning on or after February 1, 2016, Mr. Andersons annual
salary will be determined by Laynes Compensation Committee. Mr. Anderson will be entitled to four weeks paid vacation.
Annual Incentive Compensation (Short-Term). Beginning with Laynes fiscal year ending January 31, 2017
(FY2017), Mr. Anderson will be eligible to participate in Laynes Executive Short-Term Incentive (the ESTI) Plan. In connection with the hiring of Mr. Anderson, the Compensation Committee recommended and the
Board adopted an amendment to the ESTI Plan to create a new Corporate Executive/CFO band level that will be applicable to Mr. Anderson, which will provide for a target equal to 75% of base salary and a maximum bonus equal to 140% of base
salary. Actual payout will depend on achievement of pre-established goals and objectives approved annually by the Compensation Committee. For FY2016, Mr. Anderson will receive a bonus under the ESTI Plan, on a prorated basis based on the number
of days worked during FY2016, equal to 75% of base salary regardless of the actual level of achievement for FY2016.
Annual
Equity Awards (Long-Term Incentives). Commencing with FY2017, Mr. Anderson will participate in Laynes Long-Term Incentive Plan at the Corporate Executive band level. The actual equity grants and actual grant date value of
all such annual grants will be determined in the discretion of the Compensation Committee after taking into account Laynes and Mr. Andersons performance and other relevant factors.
Inducement Grant. On his start date, Mr. Anderson will receive a special inducement grant relating to restricted stock
units and cash incentives having an aggregate award value of $800,000, and a special inducement option grant relating to 10,000 shares (the Inducement Grant). The Inducement Grant will consist of the following performance-vesting
nonqualified stock options, performance vesting restricted stock units and incentive cash:
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Inducement Stock Option Grant. A non-qualified stock option (the Inducement Option) to purchase 10,000 shares of Laynes common stock. The award will vest in 25% increments upon achievement of
pre-established Layne common stock price goals of $9.37, $10.40, $13 and $15. For vesting to occur, the stock price must remain at or above the specified price for at least ten consecutive trading days during the three-year period commencing on the
start date and Mr. Anderson must remain employed through that three-year period. The per share option exercise price will be equal to the closing price of Laynes common stock on Mr. Andersons start date. The Inducement Option
will have a 10 year maximum term. |
The vesting of the Inducement Option will accelerate and become fully vested upon a
change in control (as defined in the Layne 2006 Equity Incentive Plan (the Equity Plan)). If Mr. Anderson is terminated without cause by Layne or he resigns for good reason (as defined in the
Equity Plan), prior to the third anniversary of his start date, a pro rata portion of the Inducement Option will vest and be exercisable calculated as if all performance conditions have been met.
If Mr. Andersons employment with Layne ends prior to the third anniversary of his start date for any other reason, he will forfeit
the Inducement Option. After the third anniversary of his start date, if Mr. Anderson is terminated for cause, any unexercised portion of the Inducement Option will be immediately forfeited.
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Inducement Restricted Stock Units. Performance-vesting restricted stock units (Inducement RSUs) having a grant date fair value of $400,000. The award will vest in 25% increments upon achievement of
the same Layne common stock price goals applicable to the Inducement Option (i.e., $9.37, $10.40, $13 and $15). For vesting to occur, the stock price must remain at or above the specified price for at least ten consecutive trading days during the
three-year period commencing on the start date and Mr. Anderson must remain employed through that three-year period. |
The vesting of the Inducement RSUs will accelerate and become fully vested upon a change in control. If Mr. Anderson is terminated without
cause by Layne or he resigns for good reason, prior to the third anniversary of his start date, a pro rata portion of the Inducement RSUs will vest based on time calculated as if all performance conditions have been met.
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Inducement Cash Award. A cash award (Inducement Cash) having a potential payment of up to $400,000. The award will vest in 25% increments upon achievement of the same Layne common stock price goals
applicable to the Inducement Option (i.e., $9.37, $10.40, $13 and $15). For vesting to occur, the stock price must remain at or above the specified price for at least ten consecutive trading days during the three-year period commencing on the start
date and Mr. Anderson must remain employed through that three-year period. The Inducement Cash, to the extent earned, will be paid on or about July 20, 2018. |
Vesting of the Inducement Cash will accelerate and become fully vested upon a change in control. If Mr. Anderson is terminated
without cause or he resigns for good reason prior to the third anniversary of his start date, a pro-rata portion of Inducement Cash will vest based on time calculated as if all performance conditions have been met.
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Other. Mr. Anderson is also eligible to participate in Laynes retirement plans, health plans and all other employee and executive benefit plans as sponsored by Layne. |
Severance Agreement
Pursuant to the
Offer Letter, Layne and Mr. Anderson will enter into a Severance Agreement. Following is a general description of the terms of the Severance Agreement. The Severance Agreement will not apply to the Inducement Grant.
Termination for Cause or Voluntary Termination by Mr. Anderson. If (a) Layne terminates Mr. Andersons
employment for cause (as defined in the Severance Agreement) or (b) Mr. Anderson voluntarily
terminates his employment for reasons other than his death, disability or for good reason without cause (as each term as defined in the Severance Agreement), in either
case, at any time during the term of the Severance Agreement, Mr. Andersons severance benefits will be limited to payment of any accrued but unpaid base salary and payment of any benefits as required by the terms of any employee benefit
plan or program of Layne.
Termination by Layne without Cause or Resignation for Good Reason not in connection
with a Change in Control. If before a change in control (as defined in the Equity Plan) or after a two-year period following a change in control, Layne terminates Mr. Andersons employment without cause or if
Mr. Anderson resigns for good reason (as defined in the Severance Agreement), Mr. Anderson is entitled, so long as he provides a release of claims in the form attached to the Severance Agreement, to receive severance benefits
that include (i) payment of any accrued but unpaid base salary and payment of any benefits as required by the terms of any employee benefit plan or program of Layne, (ii) a lump-sum payment equal to 24 months base salary,
(ii) payment of a pro-rata portion of any annual incentive bonus Mr. Anderson was eligible to receive during the year of Mr. Andersons termination assuming performance was achieved at 100% of target, (iii) for any equity
awards for which vesting is all or partially dependent on continued employment, continued vesting during the 24-month severance period, (iv) for any equity awards for which vesting is all or partially dependent on the achievement of performance
criteria, complete or pro rata vesting during the 24-month severance period (depending on whether the performance period for the awards ends during or after the 24-month severance period) to the extent the underlying performance criteria are
satisfied, (v) a continued right to exercise vested stock options until the earlier of (a) the original expiration date and (b) the end of the 24-month severance period, with the exception of performance-based stock options that
become exercisable after the end of the 24-month severance period, which shall remain exercisable until the earlier of (x) the awards original expiration date and (y) 90 days after the first date that such option becomes exercisable
and (vi) a lump-sum payment equal to 24 times the present monthly amount of Laynes total premium cost to cover Mr. Anderson under Laynes health, vision and dental plans, as well as the cost of coverage of any of his eligible
dependents enrolled as of the date of Mr. Andersons termination.
Termination Due to Death. If
Mr. Andersons employment is terminated due to death, his estate or his beneficiaries will be entitled to receive benefits that include (i) payment of any accrued but unpaid base salary and payment of any benefits as required by the
terms of any employee benefit plan or program of Layne, (ii) the right to elect continuation coverage of insurance benefits to the extent required by law, (iii) any pension survivor benefits that may become due, (iv) immediate
acceleration of any service-based vesting of Mr. Andersons equity awards, (v) for any equity awards for which vesting is all or partially dependent on the achievement of performance criteria, the equity award will remain outstanding
until the end of the performance period and will vest only to the extent the underlying performance criteria is satisfied, (vi) for any stock option, the continued right to exercise the stock option until the earlier of (a) the original
expiration date of the options or the (b) the later of 12 months following the date the option first becomes exercisable or 12 months after Mr. Andersons date of death and (vii) payment of a pro-rata portion of any annual
incentive bonus Mr. Anderson was eligible to receive during the year of Mr. Andersons death to the extent that the underlying performance criteria were satisfied.
Termination Due to Disability. If Mr. Andersons employment is terminated due to disability (as defined in the
Severance Agreement), he will be entitled, so long as he provides a release of claims in the form attached to the Severance Agreement, to receive severance benefits that include (i) payment of a lump-sum disability benefit equal to 12
months base salary, (ii) payment of any accrued but unpaid base salary and payment of any benefits as required by the terms of any employee benefit plan or program of Layne, (iii) the right to elect continuation coverage of insurance
benefits to the extent required by law, (iv) immediate acceleration of any service-based vesting of Mr. Andersons equity awards, (v) for any equity awards for which vesting is all or partially dependent on the achievement of
performance criteria, the equity award will remain outstanding until the end of the performance period and will vest only to the extent the underlying performance criteria is satisfied, (vi) for any stock option, the continued right to exercise
the stock option until the earlier of (a) the original expiration date of the options or the (b) the later of 12 months following the date the option first becomes exercisable or 12 months after Mr. Andersons termination due to
disability and (vii) payment of a pro-rata portion of any annual incentive bonus Mr. Anderson was eligible to receive during the year of Mr. Andersons termination due to disability to the extent that the underlying performance
criteria were satisfied.
Continuation of Employment upon a Change in Control. None of Mr. Andersons equity
awards will become immediately vested upon a change in control. Following a change in control of Layne and for a two-year period following the change in control, the successor company is obligated to both (i) continue to employ
Mr. Anderson in a substantially similar position (at an equal or greater salary as before the change in control), and (ii) provide Mr. Anderson with the same welfare benefits and incentive compensation opportunities that he was
entitile to as of the date of the change in control.
If Mr. Andersons employment is terminated by Layne without cause or by
Mr. Anderson for good reason during the two-year period following a change in control of Layne, Mr. Anderson is entitled to (i) immediate acceleration of any outstanding equity awards, (ii) payment of any accrued but unpaid base
salary and payment of any benefits as required by the terms of any employee benefit plan or program of Layne, (iii) a lump-sum severance payment equal to two times Mr. Andersons base salary, (iv) a lump-sum severance payment
equal to two times the amount of Mr. Andersons annual incentive bonus for the year in which his termination occurred (calculated as if performance was achieved at 100% of target for such year) and (v) a lump-sum payment equal to 24
times the present monthly amount of Laynes total premium cost to cover Mr. Anderson under Laynes health, vision and dental plans, as well as the company-paid portion of the cost of coverage of any of his eligible dependents enrolled
as of the date of Mr. Andersons termination.
Confidentiality, Non-Solicitation and Non-Competition. Pursuant to the
Severance Agreement, Mr. Anderson is subject to certain confidentiality provisions and covenants not to compete. If the Board determines that Mr. Anderson has failed to comply with the foregoing requirements at any time following any
termination (subject to a notice and right to cure period in certain circumstances), Layne will have no further obligation to pay amounts or provide benefits otherwise payable under the Severance Agreement.
Generally, all payments under the Severance Agreement will begin following Mr. Andersons termination of employment. However, as is
provided for in the Severance Agreement, certain delays in payment timing may occur in order to comply with Section 409A of the Internal Revenue Code.
Item 7.01. Regulation FD Disclosure.
On July 7, 2015, Layne issued a press release announcing the hiring of Mr. Anderson as Laynes Chief Financial Officer and
Senior Vice President. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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99.1 |
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Press Release dated July 7, 2015 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Layne Christensen Company |
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(Registrant) |
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Date: July 7, 2015 |
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By |
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/s/ Michael J. Caliel |
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Name: Michael J. Caliel |
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Title: President and CEO |
Exhibit 99.1
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Contacts: |
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Layne Christensen Company |
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The Equity Group Inc. |
Michael J. Caliel |
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Devin Sullivan |
President & CEO |
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Senior Vice President |
281-475-2690 |
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212-836-9608 |
michael.caliel@layne.com |
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dsullivan@equityny.com |
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Andy Atchison |
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Kalle Ahl |
Chief Financial Officer |
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Senior Associate |
281-475-2670 |
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212-836-9614 |
andy.atchison@layne.com |
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kahl@equityny.com |
FOR IMMEDIATE RELEASE
LAYNE CHRISTENSEN APPOINTS J. MICHAEL ANDERSON AS CHIEF FINANCIAL OFFICER
THE WOODLANDS, TX July 7, 2015 Layne Christensen Company (Nasdaq: LAYN) (Layne or the Company) today
announced the appointment of J. Michael Anderson as Chief Financial Officer, effective July 20, 2015. Mr. Anderson will succeed Andrew Atchison, who has served as Laynes Chief Financial Officer, on an interim basis, since
August 1, 2014. Mr. Atchison will continue to support Layne through the leadership transition and has agreed to serve as a consultant to support corporate initiatives.
Mr. Anderson brings more than 25 years of experience in senior management roles at publicly-traded companies in the water and energy industries, and in
commercial and investment banking.
Mr. Anderson joins Layne from Southcross Energy Partners, L.P., a Master Limited Partnership engaged in the
natural gas midstream business, where he served as Chief Financial Officer since 2012. Mr. Anderson previously served as Chief Financial Officer of Exterran Holdings, Inc. and Exterran Partners, L.P., a global market leader in natural gas
compression and oil and gas services, from 2003 until 2012. Mr. Anderson also served as Chief Financial Officer and as Chairman and Chief Executive Officer at Azurix Corp., a global owner and operator of water and wastewater assets, during his
tenure from 1999 until 2003.
Mr. Anderson spent ten years in investment banking at J.P. Morgan Chase & Co. where he specialized in mergers
and acquisitions. He earned an MBA in Finance from The Wharton School of the University of Pennsylvania and graduated with honors from Texas Tech University with a BBA degree in Finance.
Michael brings a unique and relevant set of skills to his new role as Laynes CFO, said Laynes President and CEO, Michael J. Caliel.
He is a seasoned financial executive with global operating and significant transactional experience. Michael has a demonstrated proficiency in corporate development, combining organic growth
initiatives across complex global businesses with a strong background in M&A and capital raising to drive expansion that is both transformative and sustainable. I look forward to Michael
joining the Company as we continue to reshape Laynes operating portfolio and concentrate our focus on our core operational competencies.
Mr. Anderson said, I am enthused to be joining Layne at this exciting time in its long, distinguished history. I look forward to working closely
with Laynes leadership to support the continuing growth and evolution of the Company and its business model.
Mr. Caliel concluded,
On behalf of everyone at Layne, I want to thank Andy Atchison for his dedication and significant contributions to the Company. He played an integral role in stabilizing our financial position, and helped guide Layne through one of the most
challenging periods in our history. We are fortunate that Andy has agreed to provide continuing support to the Company.
Inducement Grant
Under NASDAQ Listing Rule 5635(c)(4)
In connection with the hiring of Mr. Anderson, the Board of Directors of the Company approved an award
to Mr. Anderson of a stock option to purchase 10,000 shares of the Companys common stock and approved an award of restricted stock units (RSUs) on July 6, 2015, with a grant date fair value of $400,000. Both grants are
contingent upon and effective as of Mr. Andersons start date with Layne (the Start Date), which is expected to be July 20, 2015. The awards will be made pursuant to the NASDAQ inducement grant exception as a component of
Mr. Andersons employment compensation, and are being made as an inducement material to Mr. Andersons acceptance of employment with Layne in accordance with NASDAQ Listing Rule 5635(c)(4).
The stock option and the RSU inducement grants will be subject to both performance-based and time-based vesting conditions such that Mr. Anderson will
have to be employed on the third anniversary of the awards date of grant and certain Layne stock price goals (as described below) will have to be met for the stock options to become exercisable and for the RSUs to vest and be settled. The per
share option exercise price will be equal to the closing price of Laynes common stock on Mr. Andersons start date and will have a 10 year maximum term. The performance-based goals for the RSUs and Options to vest provide for vesting
in 25% increments upon achievement of a Layne common stock price of $9.37, $10.40, $13 and $15. For vesting to occur, the stock price must remain at or above the specified price for at least ten consecutive trading days during the three year period
commencing on the start date and Mr. Anderson must remain employed through that three-year period. The vesting of the stock option and the RSUs will accelerate and become fully vested upon a change in control, as defined in the
Layne 2006 Equity Incentive Plan. If Mr. Anderson is terminated without cause by Layne or he resigns for good reason, prior to the third anniversary of his start date, a pro rata portion of the stock option and RSUs will
vest based on Mr. Andersons service provided from the beginning of the three-year period through the date of his termination and, assuming all performance conditions have been met. If Mr. Andersons employment with Layne ends
prior to the third anniversary of his start date for any other reason, he will forfeit the stock option and the RSUs. After the third anniversary of his start date, if Mr. Anderson is terminated for cause, any unexercised portion of
the stock option will be immediately forfeited.
Layne Christensen Company
Layne is a global water management, construction and drilling company, providing responsible solutions to the world of essential natural resources
water, mineral and energy. We offer innovative, sustainable products and services with an enduring commitment to safety, excellence, and integrity.
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Exchange Act of 1934. Such statements may include, but are not limited to, statements of plans and objectives, statements of future economic performance and statements of assumptions underlying such statements, and statements of
managements intentions, hopes, beliefs, expectations or predictions of the future. Forward-looking statements can often be identified by the use of forward-looking terminology, such as should, intended,
continue, believe, may, hope, anticipate, goal, forecast, plan, estimate and similar words or phrases. Such statements are based on current
expectations and are subject to certain risks, uncertainties and assumptions, including but not limited to: the ability of Mr. Anderson to successfully develop and implement new financial strategies for the Company, prevailing prices for
various commodities, unanticipated slowdowns in the Companys major markets, the availability of credit, the risks and uncertainties normally incident to the construction industry, the impact of competition, the effectiveness of operational
changes expected to increase efficiency and productivity, worldwide economic and political conditions and foreign currency fluctuations that may affect worldwide results of operations. Should one or more of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those anticipated, estimated or projected.
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