BMC Stock (BMCH)

Risks

• Satisfying conditions to the completion of the Merger may prevent or delay completion of the Merger.
• The parties must obtain certain regulatory approvals and clearances to complete the Merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair completion of the Merger or result in additional expenditures of money and resources.
• The Merger, including uncertainty regarding the Merger, may cause customers, suppliers or strategic partners to delay or defer decisions regarding our business, and may adversely affect our ability to effectively manage the business.
• Until the completion of the Merger or the termination of the Merger Agreement in accordance with its terms, we are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us and our stockholders.
• The announcement and pendency of the Merger will divert significant management resources to complete the Merger, which could disrupt and otherwise have an adverse effect on our business and financial results.
• The Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed.
• The termination of the Merger Agreement could negatively impact us.
• The Merger Agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with us.
• Lawsuits may be filed challenging the Merger. An adverse ruling in any such lawsuit may prevent the Merger from being completed.
• The COVID-19 pandemic could have a material adverse effect on our business, financial condition, operating results and cash flows.