11 Dec 2019 08:18
December 11, 2019
Verseon Corporation
("Verseon" or the "Company")
Result of Tender Offer and Notice of Special Shareholder Meeting
Fremont, Calif.-Verseon, a clinical-stage pharmaceutical company, today announces the result of the Tender Offer set out in the circular dated November 22, 2019, which closed at 1:00 p.m. GMT on December 9, 2019. Pursuant to the Tender Offer, 6,138,721 Common Shares, representing approximately 28.6% of the Tender Offer Shares and approximately 3.8% of the Company's issued share capital, were validly tendered and will be purchased at a price of 1.56 pence per share, for an aggregate purchase price of approximately US $127 thousand.
It is expected that the proceeds due under the Tender Offer to shareholders who hold their Common Shares in certificated form will be dispatched no later than December 27, 2019 in the form of a cheque. Shareholders who hold their Common Shares in uncertificated form will have their CREST accounts credited no later than December 27, 2019.
As previously announced, the Company is cancelling admission of its Common Shares to trading on AIM. The last day of trading of the Common Shares will be December 18, 2019 and cancellation will take effect from 7:00 a.m. UK time on December 19, 2019.
The Company is also notifying shareholders of a Special Shareholder Meeting (the "Special Meeting") convened for December 23, 2019 at 11:00 a.m. local time at Critosphere Cowork Space, 7100 Stevenson Blvd, Fremont, CA 94538, USA. At the Special Meeting, the Company will seek shareholder approval for certain amendments to its Certificate of Incorporation. Further details are below and can be found in the Special Meeting documents available between December 11 and December 23, 2019 from the Company's website at https://www.verseon.com/ssm-2-2019-docs.html.
For further information, please contact
Verseon Corporation | www.verseon.com |
Sebastian Wykeham / Tina Schlafly | +1 (510) 225 9000 |
Arden Partners (NOMAD and Broker) | |
Ruari McGirr / Ciaran Walsh / Dan Gee-Summons (Corporate Finance) | +44 (0) 20 7614 5900 |
Defined terms used in this announcement shall, unless the context provides otherwise, have the same meaning as set out in the Tender Offer circular dated November 22, 2019.
The following is extracted without material adjustment from the Proxy Information Statement being sent to shareholders. It should be read by shareholders in conjunction with the Proxy Information Statement.
At the Special Meeting, the Shareholders will be asked to vote in connection with the following matters:
AMENDMENTS TO THE COMPANY'S CERTIFICATE OF INCORPORATION (THE "CERTIFICATE")
As approved by the shareholders at the special meeting on December 6, 2019, the Company will delist from AIM effective December 19, 2019 (the "Delisting"). To conform with the provisions of a standard private Delaware company, post Delisting the Company intends to repeal several provisions of the Certificate that were introduced when the Company listed on AIM. A draft of the new Certificate is available for review at the link above.
Per the Certificate, the proposed amendments will require approval of at least two-thirds of outstanding voting stock, which the Company will seek at the Special Meeting.
The Board recommends a vote FOR the matter listed above in accordance with the terms immediately described above.
OTHER MATTERS
The stockholders are asked to consider and act upon such other business as may properly come before stockholders present, in person or by proxy, at the Special Meeting or any postponement or adjournment of the Special Meeting.
GENERAL RECOMMENDATION OF THE BOARD
In view of the Delisting, the Board believes that the resolutions described in the Proxy Information Statement to be proposed at the Special Meeting are in the best interests of the Company and its stockholders and recommends that each stockholder vote in favor of them. Directors who hold shares in the Company intend to vote in favor of these resolutions in respect of their own beneficial holdings.