TIDMPPIX
RNS Number : 8122V
ProPhotonix Limited
16 December 2021
16 December 2021
ProPhotonix Limited
("ProPhotonix" or the "Group")
Result of Special Stockholders Meeting
Completion of Transaction
Cancellation of Admission
ProPhotonix Limited, (London Stock Exchange - (AIM: PPIX, OTC:
STKR), a high technology designer and manufacturer of LED
illumination systems and laser diode modules, with operations in
Ireland and the United Kingdom, announces that at its Special
Meeting held on 15 December 2021 all matters put before the
Stockholders were duly passed. Further details of this are set out
in the proxy statement dated 16 November 2021 (the "Proxy
Statement") and the announcements dated 11 November 2021 and 17
November 2021. Unless otherwise provided, capitalized terms used
but not otherwise defined in this announcement shall have the
meanings set out in the Proxy Statement.
Proposal 1 - That the Acquisition and the terms of the Merger
Agreement be and hereby are approved and adopted.
Proposal 2 - That following the closing of the Merger, the
admission of the Company's Common Stock to trading on AIM shall be
cancelled.
Overall Effect
Following stockholder approval, Exaktera, founded by Union Park
Capital, will now acquire all the outstanding shares of the Company
for or an aggregate consideration of approximately $11,600,000
(which equates to GBP8,700,000 as of the date of the Merger
Agreement, as defined in the announcement dated 11 November 2021)
in cash (or $0.117 per share).
Cancellation of Admission
Following stockholder approval, the entire issued Company Common
Stock will cease to be admitted to trading on AIM with effect from
7am on 17 December 2021.
Final Timetable:
Last day of dealing 16 December 2021
in Company Common Stock
on AIM
Closing of the Acquisition 16 December 2021
----------------------
Payment of Acquisition 16 December 2021
Price to Stockholders
commences
----------------------
Termination of the Depository 7:00 a.m. London Time
Interest Register on 17 December 2021
----------------------
Date of Cancellation 7:00 a.m. London time
on 17 December 2021
----------------------
Process for Stockholders to Receive Acquisition
Consideration
Subject to the Acquisition becoming effective, the settlement of
the Acquisition Price will generally be effected by the dispatch of
cheques or by the crediting of CREST accounts, as applicable, in
the following manner:
-- in the case of Depository Interests held in CREST, the cash
consideration to which the Depository Interest holder is entitled
to be paid by means of CREST by Exaktera procuring the creation of
an assured payment obligation in favour of such Depository Interest
holder; and
-- in the case of Company Common Stock held outside of CREST,
the cash consideration to which a Stockholder is entitled will be
made in U.S. Dollars.
All such payments will be made net of any withholding tax
required to be deducted by the Paying Agent and will be remitted by
the Paying Agent on behalf of Exaktera.
In the case of Company Common Stock held by U.S. Stockholders in
certificated or book entry form, Stockholders may be required to
provide a letter of instruction with respect to where and through
which method Acquisition Consideration should be delivered.
Acquisition Consideration will be distributed to validated
Stockholders as of the date of Closing within five business days of
Closing. Stockholders requiring validation, Stockholders who are
not holding Company Common Stock through a brokerage account and/or
those Stockholders holding Company Common Stock without valid
addresses of record shall receive the Acquisition Consideration
upon submission of appropriate information supplied by the Paying
Agent.
It should be noted that all documents and remittances sent
through the post will be sent at the risk of the person(s) entitled
thereto and none of the Company, Exaktera or any of their
respective subsidiaries nor their nominees shall be responsible for
any loss or delay in the transmission or delivery of documents
and/or remittances sent in accordance with the above
provisions.
Payments made by cheque shall be payable to the Stockholder
concerned. Cheques will be despatched to the address appearing on
the register of members of the Company (or, in the case of joint
holders, to the address of the joint holder whose name stands first
in the register in respect of such holdings). The encashment of any
such cheque as is referred to in this paragraph shall be a complete
discharge for the monies represented thereby.
For the avoidance of doubt, stockholders who hold their stock
through CREST do not need to take any further action if the Merger
completes as their CREST accounts will be credited automatically
within five Business Days of Closing.
Enquiries:
ProPhotonix Limited Tel: +1 603 893 8778
Tim Losik, President and CEO Email: ir@prophotonix.com
WH Ireland Limited
(Nominated Adviser and Broker)
Katy Mitchell Tel: +44 (0) 20 7220 1666
Ben Good
About ProPhotonix
ProPhotonix Limited, headquartered in Salem, New Hampshire, is a
high technology designer and manufacturer of LED illumination
systems and laser diode modules for industry leading OEMs and
medical equipment companies. In addition, the Company distributes
premium diodes for Ushio, Osram, QSI, Panasonic, and Sony. The
Company serves a wide range of markets including the machine
vision, industrial inspection, security, and medical markets.
ProPhotonix has offices and subsidiaries in the U.S., Ireland,
U.K., and Europe. For more information about ProPhotonix and its
innovative products, visit the Company's web site at
www.prophotonix.com .
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END
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