Court Approves Plan of Arrangement For Acquisition of Velan by Flowserve - Seite 2

Although Velan believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond Velan’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required, regulatory approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) significant transaction costs or unknown liabilities, (c) the ability of the board of directors to consider and approve, subject to compliance by Velan with its obligations under the Arrangement Agreement, a Superior Proposal (as defined in the Arrangement Agreement) for Velan; (d) the failure to realize the expected benefits of the Arrangement; (e) risks related to tax matters; (f) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (g) risks relating to Velan’s ability to retain and attract key personnel during the interim period; (h) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; (i) business, operational and financial risks and uncertainties relating to the COVID 19 pandemic; and (j) other risks inherent to the business carried out by Velan and/or factors beyond its control which could have a Material Adverse Effect (as defined in the Arrangement Agreement) on Velan or its ability to complete the Arrangement. Failure to obtain the necessary regulatory, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Velan continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Velan to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a Material Adverse Effect (as defined in the Arrangement Agreement) on its current and future operations, financial condition and prospects. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.