Benefitfocus Shareholders Approve Merger with Voya Financial
20 Januar 2023 - 10:15PM
Benefitfocus, Inc. (NASDAQ: BNFT) announced that at a special
meeting today, Benefitfocus’s stockholders approved the previously
announced merger agreement related to the proposed acquisition of
Benefitfocus by Voya Financial, Inc. Subject to the terms and
conditions of the merger agreement, at the effective time of the
merger, each share of Benefitfocus common stock will be cancelled
and converted into the right to receive $10.50 in cash.
The transaction remains subject to certain closing conditions
and is expected to close on January 24, 2023.
About Benefitfocus Benefitfocus is a
cloud-based benefits administration technology company committed to
helping organizations, and the people they serve, get the most out
of their health care and benefit programs. Through
exceptional service and innovative SaaS solutions, we aim to be the
safest set of hands for our customers helping to simplify the
complexity of benefits administration while delivering an
experience that engages people and unlocks the potential for better
health and improved outcomes. Our mission is simple: to improve
lives with benefits.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication may constitute
“forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, each as amended. Forward-looking
statements are often identified by the use of words such as, but
not limited to, “anticipate,” “believe,” “can,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “will,”
“plan,” “project,” “seek,” “should,” “target,” “would,” and similar
expressions or variations intended to identify forward-looking
statements. These statements are based on the beliefs and
assumptions of our management based on information currently
available to management.
Such forward-looking statements are subject to risks,
uncertainties and other important factors that could cause actual
results and the timing of certain events to differ materially from
future results expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such
differences include the following: (i) conditions to the
completion of the proposed transaction, might not be satisfied on
the terms expected or on the anticipated schedule; (ii) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Agreement and Plan of Merger,
dated as of November 1, 2022, as amended and restated by the
Amended and Restated Merger Agreement, dated as of December 19,
2022 (the “Amended and Restated Merger Agreement”), between
Benefitfocus, Inc., Voya Financial, Inc. and Origami Squirrel
Acquisition Corp, to the proposed transaction; (iii) the
effect of the announcement or pendency of the proposed transaction
on Benefitfocus’s customers, suppliers, business relationships,
operating results and business generally; (iv) the risk that
the proposed transaction disrupts Benefitfocus’s current plans and
operations and the potential difficulties in Benefitfocus’s
employee retention as a result of the proposed transaction;
(v) the risk related to diverting management’s attention from
our ongoing business operations; (vi) potential litigation
that may be instituted against Benefitfocus or its directors or
officers related to the proposed transaction or the Amended and
Restated Merger Agreement between the parties to the proposed
transaction; (vii) the amount of the costs, fees, expenses and
other charges related to the proposed transaction; (viii) the
risk that the proposed transaction will not be consummated in a
timely manner; and (ix) such other factors as are set forth in
Benefitfocus’s periodic public filings with the SEC, including but
not limited to those described under the headings “Risk Factors”
and “Forward Looking Statements” in its Form 10-K, as amended
for the fiscal year ended December 31, 2021 and in its other
filings made with the SEC from time to time, which are available
via the SEC’s website at www.sec.gov.
Benefitfocus’s forward-looking statements speak only as of the
date of this communication or as of the date they are made.
Benefitfocus disclaims any intent or obligation to update any
“forward looking statement” made in this communication to reflect
changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.
Media Contact: Maurissa
Kanter843-981-8859 pr@benefitfocus.com
Investor Relations: Doug
Kuckelman 843-790-7460 ir@benefitfocus.com
Source: Benefitfocus, Inc.
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