Item 7.01. Regulation FD Disclosure.
On
The information included in this item and Exhibit 99.1 are not deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall this item and Exhibit 99.1 be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such future filing.
Important Information
In connection with the proposed acquisition, Merger Sub will commence a tender
offer for the outstanding shares of common stock of the Company. The tender
offer has not yet commenced. This communication is for informational purposes
only and is neither an offer to purchase nor a solicitation of an offer to sell
shares of common stock of the Company, nor is it a substitute for the tender
offer materials that Roche and Merger Sub will file with the
Forward-Looking Statements
Any statements made in this communication that are not statements of historical
fact, including statements about the Company's beliefs and expectations and
statements about the Offer and Roche's proposed acquisition of the Company,
including the timing of and closing conditions to the acquisition, and the
potential effects of the pending acquisition on the Company are forward-looking
statements that are based on management's beliefs, certain assumptions and
current expectations and should be evaluated as such. These statements may be
identified by their use of forward-looking terminology such as the words
"intend," "believe," "expect," "anticipate," "should," "planned," "projected,"
"estimated," and "potential," among others. Such forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those projected. These risks and uncertainties include, but are
not limited to: the possibility that various closing conditions for the
transaction may not be satisfied or waived, including uncertainties as to the
percentage of the Company's stockholders tendering their shares in the Offer;
the possibility that competing offers will be made; the effect of the
announcement of the transaction on the ability of the Company to retain and hire
key personnel and maintain relationships with customers, strategic partners,
suppliers, regulatory authorities and others with whom the Company does
business, or on the Company's operating results and business generally; the risk
that the Company and Roche may be unable to obtain governmental and regulatory
approvals required for the transaction, or that required governmental and
regulatory approvals may delay the transaction or cause the parties to abandon
the proposed transaction; the impact of legislative, regulatory, competitive and
technological changes; the risk that any stockholder litigation in connection
with the transaction may result in significant costs of defense, indemnification
and liability; and other risks and uncertainties discussed in filings that the
Company makes with the
The forward-looking statements contained in this report are made as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements, whether as a result of future events, new information or otherwise, except as expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.
--------------------------------------------------------------------------------
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits 99.1* Press release issued onMarch 15, 2021 byGenMark Diagnostics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith.
--------------------------------------------------------------------------------
© Edgar Online, source