Item 9.01
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Financial Statements and Exhibits.
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(d)
Cautionary Statements Regarding
Forward Looking Statements
This communication
contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance
and financial condition, and often contain words such as “expect,” “anticipate,” “intend,”
“plan,” “believe,” “seek,” “see,” “will,” “would,” “target,”
similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the potential timing or consummation of the proposed Merger Transaction
or the anticipated benefits thereof, including, without limitation, future financial and operating results. The Company cautions
readers that these and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties
and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to risks and uncertainties related to (i) the risk
that a condition to closing of the Merger Transaction may not be satisfied, (ii) the ability of the Company and RareGen to
integrate their businesses successfully and to achieve anticipated cost savings and other synergies, (iii) the possibility
that other anticipated benefits of the proposed Merger Transaction will not be realized, including without limitation, anticipated
revenues, expenses, earnings and other financial results, and growth and expansion of the new combined company’s operations,
and the anticipated tax treatment, (iv) potential litigation relating to the proposed Merger Transaction that has and could
be instituted against the Company, RareGen or their respective officers or directors, (v) possible disruptions from the proposed
Merger Transaction that could harm the Company’s or RareGen’s business, including current plans and operations, (vi) the
ability of the Company or RareGen to retain, attract and hire key personnel, (vii) potential adverse reactions or changes
to relationships with employees, customers, suppliers, licensees, collaborators, business partners or other parties resulting from
the announcement or completion of the Merger Transaction, (viii) potential business uncertainty, including changes to existing
business relationships, during the pendency of the Merger Transaction that could affect the Company’s and/or RareGen’s
financial performance, (ix) certain restrictions during the pendency of the Merger Transaction that may impact the Company’s
or RareGen’s ability to pursue certain business opportunities or strategic transactions, (x) continued availability
of capital and financing and rating agency actions, (xi) legislative, regulatory and economic developments and (xii) unpredictability
and severity of catastrophic events, including, but not limited to, global pandemics such as coronavirus, acts of terrorism or
outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well
as other risks associated with the proposed Merger Transaction, as more fully discussed in the proxy statement/prospectus in connection
with the proposed Merger Transaction which was declared effective on September 16, 2020, as subsequently supplemented. While the
list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered
representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted
factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material
differences in results as compared with those anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could
have a material adverse effect on the Company’s or RareGen’s consolidated financial condition, results of operations,
credit rating or liquidity. Neither the Company nor RareGen assumes any obligation to provide revisions or updates to any forward-looking
statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
No Offer or Solicitation
This communication
is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act.
Important Information About the
Transaction and Where to Find It
In connection
with the proposed Merger Transaction, the Company and HoldCo have filed documents with the U.S. Securities and
Exchange Corporation (the “SEC”), including the filing by HoldCo of a registration statement on Form S-4,
which was declared effective on September 16, 2020, and a final proxy statement/prospectus (including the supplements thereto),
and the Company mailed a proxy statement regarding the proposed Merger Transaction to its stockholders that also constitutes
a prospectus of the Company. This document is not a substitute for the proxy statement/prospectus or registration statement
or any other document which the Company or Liquidia Corporation have filed with the SEC. Investors and security
holders of the Company and RareGen are urged to read the registration statement, the proxy statement/prospectus and any
other relevant documents, as well as any amendments or supplements to these documents, carefully and in their entirety because
they will contain important information. Investors and security holders may obtain free copies of the registration statement
and the proxy statement/prospectus and other documents filed with the SEC by the Company through the website maintained
by the SEC at www.sec.gov or by contacting the investor relations department of the Company at
the following:
Liquidia Technologies, Inc.
Jason Adair
Investor Relations
(919) 328-4350
Jason.adair@liquidia.com
Participants
in the Solicitation
The Company, RareGen
and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation
of proxies in respect of the proposed Merger Transaction and related matters. Information regarding the Company’s directors
and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the
Company’s Form 10-K for the year ended December 31, 2019 and its proxy statement filed on April 28, 2020, which are
filed with the SEC. Additional information is available in the registration statement on Form S-4 and the proxy statement/prospectus
(including the supplements thereto) related to the proposed Merger Transaction.