This proxy statement, the documents to which we refer you in this proxy statement and information included in oral statements or other written statements made or to be made by us or on our behalf contain "forward-looking statements" that do not directly or exclusively relate to historical facts. You can typically identify forward-looking statements by the use of forward-looking words, such as "may," "should," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "potential," "plan," "forecast" and other words of similar import. Stockholders are cautioned that any forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:
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- the inability to complete the merger due to the failure of LinkedIn stockholders to adopt the merger agreement or failure to satisfy
the other conditions to the completion of the merger, including receipt of required regulatory approvals;
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- the risk that the merger agreement may be terminated in circumstances that require us to pay Microsoft a termination fee of
$725 million;
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- the outcome of any legal proceedings that may be instituted against us and others related to the merger agreement;
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- risks that the merger affects our ability to retain or recruit employees;
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- the fact that receipt of the all-cash merger consideration would be taxable to LinkedIn stockholders that are treated as U.S. holders
for U.S. federal income tax purposes;
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- the fact that, if the merger is completed, LinkedIn stockholders will forego the opportunity to realize the potential long-term value
of the successful execution of LinkedIn's current strategy as an independent company;
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- the possibility that Microsoft could, at a later date, engage in unspecified transactions, including restructuring efforts, special
dividends or the sale of some or all of LinkedIn's assets to one or more as yet unknown purchasers, that could conceivably produce a higher aggregate value than that available to LinkedIn stockholders
in the merger;
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- the fact that under the terms of the merger agreement, LinkedIn is unable to solicit other acquisition proposals during the pendency
of the merger;
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- the effect of the announcement or pendency of the merger on our business relationships, operating results and business generally,
including risks related to the diversion of the attention of LinkedIn management or employees during the pendency of the merger;
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- the amount of the costs, fees, expenses and charges related to the merger agreement or the merger;
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- the risk that our stock price may decline significantly if the merger is not completed; and
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- risks related to obtaining the requisite consents to the merger, including the timing and receipt of regulatory approvals from various domestic and foreign governmental bodies (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental bodies may deny approval.
Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained or incorporated by reference in this proxy statement, including (1) the information contained under this caption; and (2) the information contained under the caption
"Risk Factors" and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.
Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Stockholders are advised to consult any future disclosures that we make on related subjects as may be detailed in our other filings made from time to time with the SEC.
