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Posting of Proxy Statement

26 Jun 2017 13:40

RNS Number : 1801J
Electrical Geodesics, Inc
26 June 2017
 

26 June 2017

Electrical Geodesics, Inc.

Posting of Proxy Statement

EUGENE, OREGON, USA, 26 June 2017 - Electrical Geodesics, Inc. ("EGI" or the "Company"), a leading neurodiagnostic medical technology company, confirms that, further to the announcement on 22 June 2017 (the "Initial Announcement"), a proxy statement including a notice of Special Meeting has been posted to EGI's stockholders today in relation to the recommended cash acquisition of all of the outstanding shares of the Company by Philips Holding USA Inc. and the proposed delisting of the Company Common Stock from AIM. The Special Meeting is to be held at the offices of the Company, 500 East 4th Avenue, Suite 200, Eugene, OR 97401, USA at 9.00 a.m. Pacific time on 17 July 2017.

A copy of the Proxy Statement will shortly be available on the Company's website (www.egi.com).

The timetable of principal events in connection with the recommended cash acquisition is as follows:

Distribution of the Proxy Statement and Notice of Special Meeting

 

26 June 2017

 

Last time for lodging the Form of Direction

 

7 July 2017

Last time for lodging the Form of Proxy

 

12 July 2017

Last time for lodging the Form of Declarations

 

12 July 2017

Special Meeting of Company

9:00 a.m. Pacific time on 17 July 2017

Last day of dealing in Company Common Stock on AIM

Expected to be 19 July 2017*

Termination of the Depository Interest register

19 July 2017

Closing of the Acquisition

Expected to be 20 July 2017*

Date of Cancellation

Expected to be 21 July 2017*

Payment of Acquisition Price to Stockholders commences

Commencing on 21 July 2017*

 

*Subject to satisfaction or waiver of other conditions to closing as provided for in the Merger Agreement.

 

The Proxy Statement details two resolutions to be considered and voted upon at the Special Meeting as follows:

1. a resolution approving and adopting the Acquisition and the Merger Agreement (the "Merger Resolution"), which resolution will require approval by Stockholders holding a majority (greater than 50%) of the issued and outstanding shares of Company Common Stock entitled to vote thereon; and

 

2. a resolution approving the delisting of the Company Common Stock from AIM prior to the closing of the Acquisition (the "Delisting Resolution"), which resolution will require approval by Stockholders holding at least 75% of the issued and outstanding shares of Company Common Stock entitled to vote thereon.

This Announcement supplements and updates the information contained in the Initial Announcement. This Announcement and the Initial Announcement are qualified in their entirety to the more detailed information set forth in the Proxy Statement and the Merger Agreement and Company Stockholders are urged to read the Proxy Statement in its entirety. Capitalized terms not otherwise defined herein shall have the definitions set forth in the Initial Announcement.

For more information contact:

EGI

Ann Bunnenberg

+1 541 687 7962

Peel Hunt LLP (NOMAD and Broker)

James Steel, Oliver Jackson

+44 (0) 20 7418 8900

Electrical Geodesics, Inc. in Summary

Founded in 1992, EGI designs, develops and commercialises a range of non-invasive neurodiagnostic and neuromodulation products used to monitor, interpret and modulate brain activity, based on its proprietary dense array electroencephalography ("dEEG") platform technology. The Company's technology uses up to 256 sensors, providing much higher resolution brain activity data compared to conventional 8 or 16 channel EEG and is used in medical, clinical and research settings in a diverse range of applications including important areas such as the diagnosis and monitoring of epilepsy, neurosurgical planning, sleep assessment, and many others.

EGI's dEEG systems, available in the GES 300 and now the GES 400 lines, capitalise on the Company's unique Hydrocel Geodesic Sensor Net which allows faster, easier, and more convenient placement of many EEG sensors in an even distribution over the entire scalp, providing more accurate and precise diagnosis and measurement. EGI's technology is now widely used in neuroscience research laboratories and is becoming more commonly used in clinics, care centers, and hospitals around the world. Data is measured and visualised using EGI's proprietary amplifier technology and software, providing a complete, advanced, high-resolution EEG platform. The Company's products are compatible with multiple diagnostic and imaging technologies, including magnetic resonance (MR) imaging, functional MRI (fMRI), and magneto-encephalography (MEG).

See our website www.egi.com

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
CIRBDGDLRXDBGRL
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Date   Source Headline
28th Mar 20147:00 amRNSAnnual Financial Report
26th Feb 20147:00 amRNSFinal Results
21st Feb 20147:00 amRNSRegulatory Approval
25th Nov 20137:00 amRNSTrading Statement
1st Oct 20137:00 amRNSAcquisition
4th Sep 20137:00 amRNSAppointment of Non-executive Director
4th Sep 20137:00 amRNSHalf Yearly Report
23rd Jul 20137:00 amRNSTrading Update
29th May 20137:00 amRNSCollaboration with Hitachi
17th May 20137:04 amRNSProduct Launch
8th Apr 20133:41 pmRNSHolding(s) in Company
5th Apr 20133:31 pmRNSHolding(s) in Company
3rd Apr 20137:01 amRNSEGI commences trading on AIM
12

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