In connection with the convertible note hedge transactions and the separate warrant transactions, the Option Counterparties have advised the Company that they expect to enter into various derivative transactions with respect to the Company’s common stock, and may purchase and sell the Company’s common stock or other securities in secondary market transactions, concurrently with or shortly after the pricing of the Notes. These hedging activities could initially increase, decrease or maintain the market price of the Company’s common stock and could subsequently otherwise affect the market price of the Company’s common stock.
The offer and sale of the Notes are not being registered under the Securities Act of 1933, as amended, or any state securities laws. The Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Cautionary Note Regarding Forward-Looking StatementsThis press release contains forward-looking statements. These statements are based on current expectations or beliefs and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including without limitation, whether or not the Company will offer the Notes or consummate the Offering, enter into the convertible note hedge transactions or the separate warrant transactions, the anticipated terms of the Notes and the Offering, and the anticipated use of the proceeds of the Offering. The Company is providing this information as of the date of this press release and assumes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.