18 Jul 2017 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
18 JULY 2017
RECOMMENDED ACQUISITION
of
Electrical Geodesics, Inc. (the "Company")
by a wholly owned subsidiary of Philips Holding USA Inc.
to be effected by means of a merger under the laws of the State of Delaware (the
"Acquisition")
Result of Special Meeting
EUGENE, OREGON, USA, 18 July 2017 - Electrical Geodesics, Inc. ("EGI" or the "Company"), a leading neurodiagnostic medical technology company, announces that further to the publication of the Proxy Statement by Electrical Geodesics Inc. on 26 June 2017 (the "Proxy Statement"), the following resolutions were passed at the Company's Special Meeting held at 9:00 AM Pacific Time on 17 July 2017. The resolutions were duly passed.
For information, the votes cast were as follows:
Resolution | For | % Voting Rights | Against | Total Votes Cast (excluding Votes withheld) | Votes Withheld |
To approve and adopt the Acquisition and the Merger Agreement | 26,219,345 | 95.25% | 0 | 26,219,345 | 0 |
To approve the delisting of the Company Common Stock from AIM prior to the closing of the Acquisition | 26,219,345 | 95.25% | 0 | 26,219,345 | 0 |
The proxy figures for the resolutions will also be displayed on the Company's website at https://www.egi.com.
Pursuant to the timetable set out in the Proxy Statement the Acquisition is expected to complete on 20 July 2017, subject to satisfaction or waiver of other conditions to closing as provided for in the Merger Agreement and as disclosed in the Proxy Statement.
Cancellation of admission of the Common Stock to trading on AIM will be effective on 21 July 2017 and the payment of the Acquisition Price to Stockholders will commence on the same day for all stockholders that have submitted their Form of Declarations in accordance with the instructions set out in the Proxy Statement. The Form of Declarations is available on the Company's website at www.egi.com.
To the extent that Stockholders have yet to complete and return the Form of Declarations in accordance with the instructions set out in the Proxy Statement under the heading "Action to be Taken", they are encouraged to do so. Receipt of the completed Form of Declarations is a condition to payment of the Acquisition Price.
Unless otherwise provided, capitalised terms used but not otherwise defined in this announcement shall have the meanings set out in the Proxy Statement.
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