Bylaws; (iv) any action to interpret, apply, enforce or determine the validity of the Restated Articles of Incorporation of the Company or the Bylaws; or (v) any action asserting aclaim against the Company or any director, officer, shareholder, employee or agent of the Company governed by the internal affairs doctrine of the State of Delaware.
The foregoing description of the Bylaws is only a summary, does not purport to be complete and is qualified in its entirety by reference tothe Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Press Release
On June 10,2019, the Company issued a press release announcing its entry into the Merger Agreement, a copy of which is attached as Exhibit 99.1.
ForwardLooking Statements
Statements in this communication regarding the proposed Merger, the expected timetable for completing theMerger, benefits of the Merger, and any other statements regarding the future expectations, beliefs, goals, plans or prospects of the Company constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Actof 1934 (collectively, forward-looking statements). Any statements that are not statements of historical fact (including statements containing the words believes, plans, anticipates,expects, estimates and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by suchforward-looking statements, including: the parties inability to consummate the Merger due to failure to satisfy conditions to the completion of the Merger, including the receipt of stockholder approval or the regulatory approvals required forthe Merger, which may not be obtained on the terms expected, on the anticipated schedule or at all, and the other factors described in the Companys Annual Report on Form 10-K for the fiscal year endedDecember 31, 2018 filed March 1, 2019 with the Securities and Exchange Commission (the SEC) and the Companys most recent Quarterly Report on Form 10-Q filedMay 6, 2019 with the SEC. The Company assumes no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speakonly as of the date hereof.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will file relevant materials with the SEC, including a preliminary and definitiveproxy statement. Promptly after filing the definitive proxy statement, the Company will mail the definitive proxy statement and a proxy card to the stockholders of the Company. STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXYSTATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSEDTRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders of the Company will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov or free of charge athttp://ir.shutterfly.com/investor-relations.
Participants in the Solicitation
Additionally, the Company will file other relevant materials in connection with the proposed acquisition of the Company by Apollo pursuant tothe terms of the Merger Agreement. The Company and its directors, executive officers and other members of its management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of the stockholders inconnection with the proposed transaction. Stockholders of the Company may obtain more detailed information regarding the names, affiliations and interests of certain of the Companys executive officers and directors in the solicitation byreading the proxy statement for the Companys 2019