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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gen Digital Inc | NASDAQ:GEN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 27.73 | 27.00 | 35.00 | 2 | 09:05:14 |
Delaware
|
000-17781
|
77-0181864
|
||
(State or other jurisdiction of incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
60 E. Rio Salado Parkway
Suite 1000
Tempe, Arizona
|
85281
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
☒ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
|
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
|
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
|
Title of each class
|
Trading
Symbol(s)
|
Name of each exchange
on which registered
|
||
Common Stock, par value $0.01 per share
|
GEN
|
The Nasdaq Stock Market LLC
|
• |
the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement;
|
• |
the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) and
the possibility that the proposed transaction does not close when expected or at all because required regulatory approval, the approval by MoneyLion’s stockholders, or other approvals and the other conditions to closing are not received or
satisfied on a timely basis or at all;
|
• |
the possibility that the milestone may not be met and that payment may not be made with respect to the contingent value rights;
|
• |
the possibility that the contingent value rights may not meet the applicable listing requirements or be accepted for listing on the Nasdaq Stock Market LLC;
|
• |
the outcome of any legal proceedings that may be instituted against MoneyLion, Gen Digital or the combined company;
|
• |
the possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not realized when expected or at all, including as a result of changes in, or problems arising from,
general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which MoneyLion or Gen Digital operate;
|
• |
the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;
|
• |
the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of unexpected factors or events;
|
• |
the diversion of management’s attention from ongoing business operations and opportunities;
|
• |
potential adverse reactions of MoneyLion’s or Gen Digital’s customers or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction;
|
• |
changes in MoneyLion’s or Gen Digital’s share price before closing;
|
• |
risks relating to the potential dilutive effect of shares of Gen Digital’s common stock that may be issued pursuant to certain contingent value rights issued in connection with the proposed transaction; and
|
• |
other factors that may affect future results of MoneyLion, Gen Digital or the combined company.
|
Exhibit No.
|
Description
|
|
Joint Press Release, dated as of December 10, 2024.
|
||
99.02 |
Investor Presentation. |
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
Gen Digital Inc.
|
||
By:
|
/s/ Bryan S. Ko
|
|
Bryan S. Ko
|
||
Chief Legal Officer and Corporate Secretary
|
|
|
Investor Contact
Jason Starr
|
Media Contact
Jess Monney
|
Gen
|
Gen
|
IR@GenDigital.com
|
Press@GenDigital.com
|
•
|
the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the
Merger Agreement;
|
•
|
the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that
could adversely affect the combined company or the expected benefits of the proposed transaction) and the possibility that the proposed transaction does not close when expected or at all because required regulatory approval, the
approval by MoneyLion’s stockholders, or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all;
|
•
|
the possibility that the milestone may not be met and that payment may not be made with respect to the contingent value rights;
|
•
|
the possibility that the contingent value rights may not meet the applicable listing requirements or be accepted for listing on the Nasdaq
Stock Market LLC;
|
•
|
the outcome of any legal proceedings that may be instituted against MoneyLion, Gen Digital or the combined company;
|
•
|
the possibility that the anticipated benefits of the proposed transaction, including anticipated cost savings and strategic gains, are not
realized when expected or at all, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the
degree of competition in the geographic and business areas in which MoneyLion or Gen Digital operate;
|
•
|
the possibility that the integration of the two companies may be more difficult, time-consuming or costly than expected;
|
•
|
the possibility that the proposed transaction may be more expensive or take longer to complete than anticipated, including as a result of
unexpected factors or events;
|
•
|
the diversion of management’s attention from ongoing business operations and opportunities;
|
•
|
potential adverse reactions of MoneyLion’s or Gen Digital’s customers or changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed transaction;
|
•
|
changes in MoneyLion’s or Gen Digital’s share price before closing;
|
•
|
risks relating to the potential dilutive effect of shares of Gen Digital’s common stock that may be issued pursuant to certain contingent
value rights issued in connection with the proposed transaction; and
|
•
|
other factors that may affect future results of MoneyLion, Gen Digital or the combined company.
|
1 Year Gen Digital Chart |
1 Month Gen Digital Chart |
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