“continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking
statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond HFF’s and JLL’s control.
Actual
results could differ materially from those projected or forecast in the forward-looking statements. The factors that could cause actual results to differ materially include, without limitation, the following risks, uncertainties or assumptions: the
satisfaction of the conditions precedent to the consummation of the proposed transaction, including, without limitation, the receipt of HFF stockholder and regulatory approvals on the terms desired or anticipated; unanticipated difficulties or
expenditures relating to the proposed transaction, including, without limitation, difficulties that result in the failure to realize expected synergies, efficiencies and cost savings from the proposed transaction within the expected time period (if
at all); potential difficulties in JLL’s and HFF’s ability to retain employees as a result of the announcement and pendency of the proposed transaction; JLL’s ability to obtain and maintain an investment grade credit rating and obtain
financing on the anticipated terms and schedule; risks relating to the value of JLL’s shares to be issued in the proposed transaction; disruptions of HFF’s and JLL’s current plans, operations and relationships with customers and
clients caused by the announcement and pendency of the proposed transaction; legal proceedings that may be instituted against HFF and JLL following announcement of the proposed transaction; and other factors described in HFF’s annual report on
Form
10-K
for the fiscal year ended December 31, 2018, which was filed with the SEC on February 28, 2019 (as amended on Form
10-K/A,
filed with the SEC on
April 30, 2019), JLL’s annual report for the fiscal year ended December 31, 2018, which was filed with the SEC on February 26, 2019, and other filings made by HFF and JLL from time to time with the SEC. The factors described in
such SEC filings include, without limitation: the effect of political, economic and market conditions and geopolitical events; the logistical and other challenges inherent in operating in numerous different countries; the actions and initiatives of
current and potential competitors; the level and volatility of real estate prices, interest rates, currency values and other market indices; the outcome of pending litigation; and the impact of current, pending and future legislation and regulation.
It should also be noted that projected financial information for the combined businesses of HFF and JLL is based on management’s estimates,
assumptions and projections and has not been prepared in conformance with the applicable accounting requirements of Regulation
S-X
relating to pro forma financial information, and the required pro forma
adjustments have not been applied and are not reflected therein. None of this information should be considered in isolation from, or as a substitute for, the historical financial statements of HFF and JLL. Important risk factors could cause actual
future results and other future events to differ materially from those currently estimated by management, including, but not limited to, the risks that: a condition to the closing of the proposed acquisition may not be satisfied; a regulatory
approval that may be required for the proposed acquisition is delayed, is not obtained or is obtained subject to conditions that are not anticipated; management’s time and attention is diverted on transaction related issues; disruption from the
transaction makes it more difficult to maintain business, contractual and operational relationships; the credit ratings of the combined company decline following the proposed acquisition; legal proceedings are instituted against HFF, JLL or the
combined company; HFF, JLL or the combined company is unable to retain key personnel; and the announcement or the consummation of the proposed acquisition has a negative effect on the market price of the capital stock of HFF and JLL or on HFF’s
and JLL’s operating results.
No assurances can be given that any of the events anticipated by the forward-looking statements will transpire or
occur, or if any of them do occur, what impact they will have on the results of operations, financial condition or cash flows of HFF or JLL. Should any risks and uncertainties develop into actual events, these developments could have a material
adverse effect on the proposed transaction and/or HFF or JLL, HFF’s or JLL’s ability to successfully complete the proposed transaction and/or realize the expected benefits from the proposed transaction.
You are cautioned not to rely on HFF’s or JLL’s forward-looking statements. These forward-looking statements are and will be based upon
management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. You also should understand that it is not possible to predict or identify all such
factors and that this list should not be considered a complete statement of all potential risks and uncertainties. Investors also should realize that if underlying assumptions prove inaccurate or if unknown risks or uncertainties materialize, actual
results could vary materially from HFF’s or JLL’s projections. Except as otherwise required by law, neither HFF nor JLL is under any obligation, and each expressly disclaim any
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