VSCN » Topics » Failure to complete the merger could negatively impact the stock price and the future business and financial results of Omniture and Visual Sciences.

This excerpt taken from the VSCN DEF 14A filed Dec 14, 2007.
Failure to complete the merger could negatively impact the stock price and the future business and financial results of Omniture and Visual Sciences.
 
Completion of the merger is subject to a number of closing conditions, including obtaining requisite regulatory and stockholder approvals, and Visual Sciences and Omniture may be unable to obtain such approvals on a timely basis or at all. If the merger is not completed, the price of Visual Sciences and Omniture common stock may decline. If the merger is not completed, the ongoing business of Omniture and Visual Sciences may be adversely affected and, without realizing any of the benefits of having completed the merger, Omniture and Visual Sciences will be subject to a number of risks, including the following:
 
  •  Visual Sciences may be required to pay a termination fee of $11.8 million if the merger is terminated under certain circumstances, as described in the merger agreement;
 
  •  Omniture and Visual Sciences will be required to pay certain costs relating to the merger, such as legal, accounting, financial advisor and printing fees whether or not the merger is completed;
 
  •  matters relating to the merger (including integration planning) may require substantial commitments of time and resources by Omniture and Visual Sciences management, which could otherwise have been devoted to other opportunities that may have been beneficial to Omniture and Visual Sciences, as the case may be.
 
Omniture and Visual Sciences could also be subject to litigation related to any failure to complete the transaction. If the merger is not completed, these risks may materialize and may adversely affect Omniture’s and Visual Sciences’ business, financial results and stock price.
 
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