The Offer will expire at 12:00 midnight,
eMed will file today a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the "SEC"). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.
Science 37 will file today a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") with the SEC, which includes, among other things, the recommendation of the Science 37 board of directors that Science 37's stockholders accept the Offer and tender their shares of Science 37 common stock pursuant to the Offer.
The Offer is subject to customary closing conditions, including the tender of at least a majority in voting power of the shares of Science 37 common stock then issued and outstanding. The Offer is subject to other important conditions set forth in the Offer to Purchase. The Offer is not subject to a financing condition.
Saratoga Proxy Consulting LLC ("Saratoga") is acting as information agent for Purchaser in the Offer. Continental Stock Transfer & Trust Company is acting as the depositary and paying agent in the Offer. Requests for documents and questions by stockholders relating to the Offer may be directed to Saratoga by telephone at (212) 257-1311 or (888) 368-0379.
Additional Information
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. On
Disclaimer
This press release contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, that can generally be identified by words such as "tender offer," "commences," "commenced," "to purchase," "offer," "will," "subject to," "conditions," or similar expressions, or by express or implied discussions regarding the potential outcome of the tender offer for Science 37 being commenced by eMed. You should not place undue reliance on these statements. Such forward looking statements are based on our current beliefs and expectations regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward looking statements. There can be no guarantee that the proposed acquisition described in this press release will be completed, or that it will be completed as currently proposed, or at any particular time. In particular, our expectations could be affected by, among other things: regulatory actions or delays or government regulation generally, including potential regulatory actions or delays relating to the completion of the potential acquisition described in this release; potential failures to meet other closing conditions, including a potential failure of sufficient shares to be tendered; uncertainties regarding actual or potential legal proceedings, including, among others, potential legal proceedings with respect to the proposed acquisition. eMed is providing the information in this press release as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.
About eMed
eMed is a leading telehealth and diagnostics company that has developed a leading digital point-of-care platform designed for complete testing processes to be done at home. The company's platform provides verified test results and access to on-demand prescription treatment with same-day delivery, enabling consumers to easily get tested and receive expert healthcare guidance.
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