On Nov. 9, 2022, Computer Services, Inc., a Kentucky corporation (“CSI”) (OTCQX: CSVI), held a special meeting of shareholders (the “Special Meeting”) to consider and vote on a proposal to approve the Agreement and Plan of Merger (the “Merger Agreement”), dated as of Aug. 20, 2022, by and among Catalyst Top Parent, Inc., a Delaware corporation (“Parent”), Catalyst Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and CSI, pursuant to which Merger Sub will merge with and into CSI, with CSI surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”). At the Special Meeting, CSI shareholders approved the Merger Agreement.
The completion of the Merger is currently expected to occur on Nov. 15, 2022, subject to the satisfaction or waiver of customary closing conditions.
Cautionary Statement Regarding Forward-Looking Information
Statements included in this press release that are not historical in nature are intended to be, and hereby are identified as, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act and should be evaluated as such. These forward-looking statements include, without limitation, statements regarding the outlook and expectations of the parties with respect to the timing of the closing of the Merger.
Forward-looking statements are typically identified by words such as “believe”, “plan”, “expect”, “anticipate”, “intend”, “will”, “should”, and other similar words and expressions. Forward-looking statements are subject to risks, uncertainties and assumptions which may change over time or as a result of unforeseen circumstances. Future events or circumstances may change expectations or outlook and may affect the nature of the assumptions, risks and uncertainties to which forward-looking statements are subject. The forward-looking statements in this press release pertain only to the date hereof, and the parties disclaim any obligation to update or revise any forward-looking statements, except as required by law. Actual results or future events may differ, possibly materially, from those anticipated in these forward-looking statements. Accordingly, we caution against placing undue reliance on any forward-looking statements.
Forward-looking statements contained in this press release are subject to, among others, the following risks, uncertainties and assumptions:
- The risk that the Merger may not be completed in a timely manner or at all, which may adversely affect CSI’s business and the price of CSI’s common stock;
- The failure to satisfy or obtain a waiver of any of the conditions to the consummation of the Merger;
- The occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement;
- The possibility that the anticipated financing for the Merger is not received;
- The outcome of any legal proceedings that may be instituted related to the Merger;
- Any disruption from the Merger, making it more difficult for CSI to maintain relationships with its customers or employees;
- The diversion of CSI’s management time on Merger-related issues;
- The failure to promptly and effectively integrate CSI’s business;
- Unexpected costs, liabilities or delays related to the Merger; and
- Other factors that may affect future results of CSI, including adverse impacts from economic, competitive, technological and governmental factors affecting CSI’s operations, customers, markets, services, products and prices, CSI’s ability to prevent a material breach of security of any of its systems, the impact of new or changes in current laws, regulations or other industry standards regarding the privacy of consumer data and the adverse effects of events beyond CSI’s control, such as epidemics and pandemics, war or terrorist activities, essential utility outages and deterioration in the U.S. and global economy.
These risks and uncertainties are not intended to represent a complete list of all risks and uncertainties inherent in CSI’s business. Additional information regarding other factors that may affect CSI’s operations is set forth in CSI’s Annual Report (including Supplemental Information), Quarterly Reports, Information and Disclosure Statements, News Releases and other documents posted from time to time on the OTCQX website at https://www.otcmarkets.com/stock/CSVI/disclosure. CSI disclaims any obligation to update or revise any forward-looking statements contained in this press release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise, except as required by law.