Harman Kardon 2007 Annual Report Download - page 13

Factors that may cause fluctuations in our operating results and/or the price of our common stock include, but are not limited to, the following:
Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors
could affect our actual financial results, results of operations and/or the price of our common stock and could cause actual results to
differ materially from those expressed in the forward-looking statements. As a result, the foregoing factors should not be construed as
exhaustive and should be read together with the other cautionary statements included in this and other reports we file with the Securities
and Exchange Commission. For additional information regarding certain factors that may cause our actual results to differ from those
expected or anticipated, see the information under the caption “Risk Factors” which is located in Item 1A of Part I of this report.
•
the occurrence of any event or other circumstances that could give rise to termination of the merger agreement and the fact that a
termination under some circumstances could require our company to reimburse Parent
’ s out-of-pocket transaction expenses up to $20
million and pay a termination fee of up to $225 million (less any transaction expenses reimbursed);
•
the outcome of any litigation and judicial actions that have been or may be instituted against our company, Parent and others relating to
the merger agreement;
•
the inability to complete the merger due to failure to obtain stockholder approval or the failure to satisfy other conditions to complete
the merger, including the inability of Parent and its affiliates to obtain regulatory approvals, as required by the merger agreement;
•
the possibility that the merger may involve unexpected costs;
•
the failure of Parent or its affiliates to obtain the necessary debt financing arrangements set forth in the commitment letters received in
connection with the merger agreement, including as the result of the recent disruptions in the debt capital markets;
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the failure of the merger to close for any other reason or any significant delay in the expected completion of the merger;
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risks that the proposed transaction disrupts our company ’ s current plans and operations, and the potential difficulties for our company ’ s
employee retention as a result of the announcement or completion of the merger;
•
the effect of the announcement or completion of the merger on our company ’ s customer and supplier relationships, operating results and
business generally;
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the impact of the substantial indebtedness incurred to finance the merger;
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the amount of costs, fees, expenses and charges related to the merger and the actual terms of the financings to be obtained in connection
with the merger;
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the diversion of our company ’ s management ’ s and employees ’ attention from day-to- day business;
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changes in laws, including increased tax rates, changes in regulations or accounting standards, third- party relations and approvals, and
decisions of courts, regulators and governmental bodies;
•
automobile industry sales and production rates and the willingness of automobile purchasers to pay for the option of a premium audio
system and/or a multi-function infotainment system;
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changes in consumer confidence and spending;
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fluctuations in currency exchange rates and other risks inherent in international trade and business transactions;
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our ability to satisfy contract performance criteria, including technical specifications and due dates;
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our ability to design and manufacture our products profitably under our long-term contractual commitments;
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the loss of one or more significant customers, including our automotive manufacturer customers;
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competition in the automotive, consumer or professional markets in which we operate;
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model-year changeovers in the automotive industry;
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changes in general economic conditions and specific market conditions;
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our ability to enforce or defend our ownership and use of intellectual property;
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our ability to effectively integrate acquisitions made by our company;
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strikes, work stoppages and labor negotiations at our facilities, or at a facility of one of our significant customers; or work stoppages at a
common carrier or a major shipping location;
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the outcome of pending or future litigation and administrative claims, including patent and environmental matters; and
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world political stability.
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