Naver Mergers and Acquisitions Presentation Deck slide image

Naver Mergers and Acquisitions Presentation Deck

Forward-looking statements This communication contains "forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These forward-looking statements are based on NAVER's current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, its business and industry, management's beliefs and certain assumptions made by NAVER and Poshmark, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see," "will," "may," "would," "might," "potentially," "estimate," "continue," "expect," "target," similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the proposed transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (1) the ability of the parties to consummate the proposed transaction in a timely manner or at all. (ii) the satisfaction (or waiver) of closing conditions to the consummation of the proposed transaction: (iii) potential delays in consummation the proposed transaction: (iv) the ability of NAVER to timely and successfully achieve the anticipated benefits of the proposed transaction: (v) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement: (vi) the impact of the COVID-19 pandemic and the current conflict between the Russian Federation and Ukraine on NAVER's business and general economic conditions: (vii) NAVER's ability to implement its business strategy: (viii) significant transaction costs associated with the proposed transaction: (ix) potential litigation relating to the proposed transaction: (x) the risk that disruptions from the proposed transaction will harm NAVER's business, including current plans and operations: (xi) the ability of NAVER to retain and hire key personnel: (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction: (xiii) legislative, regulatory and economic developments affecting NAVER's business: (xiv) general economic and market developments and conditions: (xv) the evolving legal, regulatory and tax regimes under which NAVER operates: (xvi) potential business uncertainty, including changes to existing business relationships, during the pendency of the merger that could affect NAVER's financial performance; and (xviii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as NAVER's response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the Proxy Statement to be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the Proxy Statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability and similar risks. The forward-looking statements included herein are made only as of the date hereof. NAVER does not assume any obligation to publicly provide revis or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
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