Tyratech Regulatory News (TYR)

8 Aug 2008 07:00



TYRATECH, INC.

("TyraTech", "the Company" or "the Group")

Circular to Stockholders, Notice of Special Meeting, 

Amendment of Certificate of Incorporation, and Entering Into A New Lock Up And Relationship Agreements

TyraTech, Inc. (AIM: TYR), a leading independent novel pesticide company for human, animal and environmental health, announces that today it has posted a circular to Stockholders (the "Circular") in relation to the potential change of ownership of XL TechGroup, Inc's ("XLTG") holding of 9,954,090 common shares (45.2% of the Company's issued share capital) and warrants for a further purchase of 594,306 common shares (2.7% of the Company's fully diluted issued share capital) in TyraTech (together the "XLTG Holding"). XLTG is seeking to transfer the XLTG Holding to its major financier, Laurus/Valens (including with any associates, the "Controlling Entities") in fulfillment of certain of XLTG's financial obligations to the Controlling Entities.

Within the Circular, the Board recommends to Stockholders, after due and careful consideration and in return for certain material undertakings from the Controlling Entities to TyraTech, that shareholders vote to amend the Company's certificate of incorporation to waive the obligation for the Controlling Entities to make a general offer to TyraTech Stockholders for the Company's remaining issued and outstanding Common Shares, in order to facilitate the transfer by XLTG of the XLTG Holding to the Controlling Entities.

Subject to the passing of the appropriate special resolution at General Meeting, the Controlling Entities have entered into a new lock up agreement which confers restrictions additional to the current orderly market provisions that currently apply to the XLTG Holding, as well as a relationship/standstill agreement with the Company.

Lock-Up Deed 

The Laurus/Valens entities have undertaken that they cannot, and have agreed to procure that their associates, will not transfer or dispose of any interest in the XLTG Holding during the period from 8 August 2008 until 1 June 2009 (the "Hard Lock-Up Period") except with the consent of the Company's nominated adviser or to a wholly owned subsidiary of Laurus/Valens. The Controlling Entities have also agreed that, for a period of six months following 1 June 2009 ("Orderly Market Period"), they will not transfer or otherwise dispose of any such interest other than to an associate or through the Company's nominated adviser, in order to ensure an orderly market in the common shares.

Relationship Restrictions

The ongoing relationship between Controlling Entities and the Company will be governed by a Relationship and Standstill Agreement the key terms of which are summarised below:

a) As long as members of the Controlling Entities own or control 20% or more of the right to vote at  Stockholder meetings ("Qualifying Shareholding") they must exercise their voting rights, in so far as  they are able, so that:

the Company and subsidiaries are capable of carrying on their business independently;

all transactions or agreements entered into between the Company and any of the Controlling Entities will be at arms length terms and on a normal commercial basis;

at all times directors independent from the Controlling Entities and the management team of the Company will constitute the majority of the Board and have the right to cast a majority of votes at any meeting of the Board; and

the Controlling Entities will not, and will procure that none of their associates will, take any other actions which would impair the independence of the Board. 

b) As long as the Controlling Entities and their associates together own or control a Qualifying  Shareholding, the Controlling Entities will not, and will procure that their associates will not, without  the prior written consent of the Company:

acquire, subscribe or offer or propose to acquire or subscribe, any additional Common Shares without making a pre-emptive offer;

save as permitted, nominate or seek to appoint any individual for the office of Director;

put any resolution to a Stockholder meeting or put forward a written consent which seeks or purports to influence the authority of the Board to exercise the powers vested in the Company or to manage and/or direct the business and affairs of the Company; or

pass or seek to pass any resolution or effect any other Stockholder action by way of written consent.

c) For as long as the Controlling Entities and/or their associates together own or control a Qualifying  Shareholding, they will have the right to nominate one individual to fill the office of Director and,  subject to certain restrictions, will be entitled to have one individual observer present at board  meetings. The right to nominate a Director is subject to the timely good faith review and approval  of the nomination committee of the Board and after having taken into account the views of the  Company's nominated advisor or sponsor. 

The Board's recommendation follows negotiations with Laurus/Valens and careful consideration in consultation with its outside financial advisers and legal counsel as well as with management. It also follows the recommendation of the Company's Special Committee of Independent Directors which was appointed to review the matter. Geoffrey Vernon and David Szostak, both being directors of both the Company and XL Tech, recused themselves from Board discussions regarding the proposals and have not participated in any vote or recommendation of the Board on the proposals. 

A Special Meeting of Stockholders of TyraTech will be held in relation to the Circular at 1901 S. Harbor City Blvd., Suite 300, Melbourne, Florida, 32901, USA at 11.00a.m., on 18 August 2008. 

A Form of Proxy for use in connection with the Special Meeting has also been posted to Shareholders. To be valid, the Form of Proxy must be signed and returned as soon as possible to the Company's registrars, Computershare Investor Services (Channel Islands) Limited at PO Box 83, Ordnance House, 31 Pier Road, St Helier, Jersey JE4 8PW or by facsimile at +44 (0) 1534 825 315, so as to be received no later than 2.00 p.m. on 15 August 2008.

For further information please contact:

TyraTech Inc.

Keith Bigsby, Chief Financial Officer +1 (321) 409 7714

www.tyratech.com

Nomura Code Securities

Charles Walker +44 (0)20 7776 1200

www.nomuracode.com

Buchanan Communications

MaryߛJane Johnson / Lisa Baderoon / Catherine Breen +44 (0) 20 7466 5000

www.buchanan.uk.com 

About TyraTech

TyraTech was formed in 2004 to develop and commercialise products for the control of invertebrate pests and pathogens using the Company's proprietary technology. TyraTech, which already has a product on the market, is positioned for human health, animal health and pesticide market opportunities which total over $23 billion globally. TyraTech's technology provides the Company with a wide variety of product and business opportunities in many markets and geographic regions. The differentiating feature of these products is the potential to have a combined level of potency and safety that other invertebrate control products are unable to offer. TyraTech's platform brings many of the principles of drug discovery and development to the fields of insecticides and parasiticides. By targeting specific chemoreceptors that are found in invertebrates but not in humans and animals, TyraTech can produce products that use natural plant derived compounds targeting these receptors.

TyraTech's plan for the use of its technology is to develop selected proprietary active ingredients which can then be used across a wide variety of market segments, either by development partners or by TyraTech itself. TyraTech already has products or partnerships in the areas of professional and horticultural insect control, and for an insect/mosquito repellent. TyraTech also has an innovative partnership with Kraft to use its natural oils to develop functional foods for improving the health of the more than 2 billion people worldwide with intestinal parasitic infections.

TyraTech also has a separate technology with associated intellectual property that is the basis for the Sustainable Solutions business. This technology has been incorporated into specialised dairy farm equipment for processing cattle manure waste to a usable material for TyraTech to sell as a commercial plant growing medium. For more information please visit www.tyratech.com.