16 Dec 2021 07:00
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 £8,700,000 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 in Company Common Stock on AIM | 16 December 2021 |
Closing of the Acquisition | 16 December 2021 |
Payment of Acquisition Price to Stockholders commences | 16 December 2021 |
Termination of the Depository Interest Register | 7:00 a.m. London Time 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 Ben Good |
Tel: +44 (0) 20 7220 1666 |
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.