ProPhotonix Limited Announces Sale of ProPhotonix and Cancelation of AIM Listing
ProPhotonix Limited announces the completion of its acquisition by Exaktera, effectuated after a Special Shareholders Meeting on December 15, 2021. Shareholders approved the merger agreement, allowing Exaktera to acquire all shares for approximately $11.6 million (or $0.117 per share). Following this, the company’s common stock will cease trading on the AIM market at 7 am on December 17, 2021. Payments to stockholders for the acquisition will start on the same day, and those holding shares through brokerage accounts will have their accounts credited automatically within five business days.
- Shareholders approved the merger with Exaktera, securing a total acquisition amount of approximately $11.6 million.
- Immediate payments to stockholders are scheduled to begin on December 16, 2021.
- Cancellation of trading on AIM may lead to decreased liquidity for existing shareholders.
- The merger indicates a shift in company strategy that may not align with existing shareholder interests.
Result of Special Shareholders Meeting
Completion of Transaction
Cancellation of Admission
SALEM, NH / ACCESSWIRE / December 16, 2021 / ProPhotonix Limited, (AIM:PPIX)(OTC PINK: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 Shareholders Meeting held on December 15, 2021, all matters put before the shareholders were duly passed. Further details of this are set out in the announcements dated November 11, 2021, and November 17, 2021.
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 shareholder approval, Exaktera, founded by Union Park Capital, will now acquire all the outstanding shares of the Company for or an aggregate consideration of approximately
Cancellation of Admission
Following shareholder approval, the entire issued Common Stock of the Company will cease trading on AIM with effect from 7am on December 17, 2021.
Final Timetable:
Last day of dealing in Company Common Stock on AIM | December 16, 2021 |
Closing of the Acquisition | December 16, 2021 |
Payment of Acquisition Price to Stockholders commences* | December 16, 2021 |
Termination of the Depository Interest Register | 7:00 a.m. London Time on December 17, 2021 |
Date of Cancellation | 7:00 a.m. London time on December 17, 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 checks or by the crediting of brokerage and 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 check shall be payable to the named Stockholder. Checks 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 check 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 brokerage accounts or CREST do not need to take any further action if the Merger completes as their 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.
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SOURCE: ProPhotonix Limited
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FAQ
What was the outcome of ProPhotonix's Special Shareholders Meeting on December 15, 2021?
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