31 Oct 2018 15:01
For immediate release: 31 October 2018
TYRATECH, INC.
("TyraTech" or the "Company")
Result of Special Meeting and Cancellation from AIM
The Directors of TyraTech (AIM: TYRU and TYR), a life sciences company focused on nature-derived insect and parasite control products, announce that at the Special Meeting of the Company's shareholders held on 31 October 2018, the resolutions as set out in the Proxy Statement dated 9 October 2018 were duly passed.
Details of the proxy voting results on the resolution proposed at the Special Meeting were as follows:
Resolution | Votes For | % of Shares Entitled to Vote | % of Votes Cast | Votes Against | % of Shares Entitled to Vote | Votes Total |
To approve and adopt the Agreement and Plan of Merger, by and among the Company, American Vanguard Corporation (''AVD''), and AVD Acquisition Corporation, a wholly-owned subsidiary of AVD (''Merger Sub''), as it may be amended from time to time (the ''Merger''). | 113,876,161 | 70.47 | 99.94 | 73,155 | 0.05 | 113,949,316 |
To approve the cancellation of admission of the Company's Common Stock to trading on the AIM market of the London Stock Exchange (''AIM'') conditional upon completion of the Merger and authorize the Board to take all actions which they consider reasonable or necessary to effect such cancellation. | 113,663,150 | 70.34 | 99.75 | 286,166 | 0.18 | 113,949,316 |
Of shareholders entitled to vote at the Special Meeting other than American Vanguard Corporation, 55.0% of those entitled to vote and 99.9% of those present at the meeting in person or by proxy voted in favour of the Merger.
As a result, the Merger is expected to close on Thursday 8 November 2018. It is therefore expected that trading in the Company's Common Stock on AIM will cease at the close of business on Thursday 8 November 2018, with cancellation of such trading taking effect from 7.00 a.m. on Friday 9 November 2018. The last day of dealings in the Common Stock prior to their cancellation from AIM and the last day for registration of transfers of Common Stock will be the effective time of the Merger, expected to be Thursday 8 November 2018. No transfers of Common Stock will be registered after that time and date.
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For further information:
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TyraTech Inc. | ||
Bruno Jactel, Chief Executive Officer | Tel: +1 919 415 4340 | |
Erica H. Boisvert, Chief Financial Officer | Tel: +1 919 415 4287 | |
www.tyratech.com | ||
SPARK Advisory Partners Limited (Nominated Adviser) | ||
Matt Davis | Tel: +44 203 368 3550 | |
WH Ireland Limited (Broker) | ||
Adrian Hadden / Chris Viggor | Tel: +44 20 7220 1666 | |
Belvedere Communications (PR) | ||
John West / Kim van Beeck | Tel: +44 20 3687 2756 |
Additional information
This Announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada or Japan. Persons needing advice should consult an independent financial adviser.
The distribution of this Announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
SPARK Advisory Partners Limited served as exclusive financial advisor to TyraTech and provided a fairness opinion to the Independent Directors. SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Transaction and will not be responsible to anyone other than the Company for providing protections afforded to clients of the Company.