Item 1A. Risk Factors
Item 1A. Risk Factors.
There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in the 2025 Form 10-K, except as set forth below. We may disclose additional changes to risk factors or additional factors from time to time in our future filings with the SEC.
Our ability to complete our acquisition of Rigaku shares is subject to various closing conditions, including the receipt of consents and approvals from governmental authorities, which may impose conditions that could adversely affect us or cause the transaction not to be completed; and if we are able to complete the transaction, we may be unable to realize the anticipated benefits.
On April 20, 2026, we entered into a share purchase agreement (the Purchase Agreement) to acquire 27% of the outstanding common stock of Rigaku from Atom Investments, L.P., an affiliate of The Carlyle Group (Carlyle). The acquisition is subject to customary closing conditions, including certain regulatory approvals, as specified in the Purchase Agreement. No assurance can be given that the required conditions to closing will be satisfied, and, even if all required approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such approvals. Any delay in completing the acquisition could cause the company not to realize, or to be delayed in realizing, some or all of the benefits that we expect to achieve if the acquisition is successfully completed within its expected time frame. Even if the transaction closes timely, we also cannot be sure that we will recognize the anticipated benefits of the transaction. As a minority shareholder in Rigaku, we will not be able to direct Rigaku’s management or cause dividends or distributions to be made to us. The value of our Rigaku shares could also decline for a number of reasons, including reasons that are outside of our control, which could adversely affect our financial position. Our Rigaku shares are also subject to certain restrictions on transfer, which could make it difficult for us to sell our shares. If we are unable to successfully maximize the benefits of our investment in and collaboration with Rigaku, our business, financial condition and operating results could be adversely affected.
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