FREMONT, Calif., Oct. 26, 2016 /PRNewswire/ -- WaferGen
Bio-systems, Inc. (NASDAQ: WGBS), a publicly held genomics
technology company ("WaferGen"), today announced that the special
meeting of stockholders earlier today was convened and adjourned,
without any business being conducted (other than the adjournment of
the special meeting). The special meeting will reconvene on
November 15, 2016 at 1:00 p.m. local time at WaferGen's headquarters
located at 34700 Campus Drive, Fremont,
California 94555. The record date for stockholders
entitled to vote at the special meeting remains September 15, 2016.
The adjournment is to allow for the solicitation of additional
votes in favor of the proposals contained in the definitive proxy
statement that WaferGen filed with the Securities and Exchange
Commission (the "SEC") on September 15,
2016, including the proposal to adopt the Agreement and Plan
of Merger (the "Merger Agreement") dated May
12, 2016 with Takara Bio USA Holdings, Inc. ("Takara Bio"). While
the proposal to adopt the Merger Agreement has received very strong
stockholder support (more than 71% of proxies received to date have
been in favor of adoption of the Merger Agreement), approval of a
majority of all outstanding shares of WaferGen common stock is
necessary for this proposal to be approved. WaferGen
notes that approximately 7.7 million shares (representing more than
40% of the total outstanding) remained unvoted as of the time of
today's meeting. WaferGen attributes the temporary shortfall
primarily to the fact that WaferGen currently has a large and
diverse stockholder base.
During the period of the adjournment, WaferGen will continue to
solicit proxies from its stockholders. Stockholders who have
already voted do not need to recast their votes. Stockholders
who have not already done so are encouraged to vote. Proxies
previously submitted in respect of the meeting will be voted at the
reconvened meeting unless properly revoked.
As we have previously announced, leading independent proxy
advisory firms Institutional Shareholder Services Inc. ("ISS") and
Glass Lewis & Co. LLC ("Glass Lewis") recommend stockholders of
WaferGen vote in favor of the adoption of the Merger
Agreement. The board of directors of WaferGen unanimously
recommends that stockholders vote "FOR" the proposal to adopt the
Merger Agreement.
Today's adjournment provides stockholders who have not yet
participated in the critical process the opportunity to do so,
which we urge them to do. Stockholders who have not yet voted
are reminded that every vote will count no matter how many shares
they own. Unlike proxy votes on routine annual meeting
matters, a non-vote is effectively a "No" vote for the
merger. Please act today!
Stockholders who need assistance in voting their shares or
who have questions are encouraged to contact WaferGen's information
agent and strategic shareholder services advisor, Kingsdale
Shareholder Services, at 1-866-581-0512 or
contactus@kingsdaleshareholder.com.
About WaferGen
WaferGen Bio-systems, Inc. is a biotechnology company that
offers innovative genomic technology solutions for single-cell
analysis and clinical research. The ICELL8™ Single-Cell System is a
first of its kind system that can isolate thousands of single cells
and processes specific cells for analysis, including Next
Generation Sequencing. The system has demonstrated unbiased
isolation of single cells from solid tumors, brain cells, pulmonary
airway cells, and multiple cell lines. The SmartChip™ platform can
be used for profiling and validating molecular biomarkers, and can
perform massively-parallel singleplex PCR for one-step target
enrichment and library preparation for clinical NGS. The Apollo
324™ system can be used to process DNA and RNA from clinical
samples to next generation sequencing ready libraries. These
technologies offer a powerful set of tools for biological analysis
at the molecular and single-cell level in the life sciences,
pharmaceutical, and clinical laboratory industries.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that are intended to be covered by the "safe harbor"
created by those sections. Forward-looking statements, which
are based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the use
of forward-looking terms such as "believe," "expect," "may,"
"will," "should," "could," "seek," "intend," "plan," "estimate,"
"anticipate" or other comparable terms. Forward-looking
statements in this press release may address the following subjects
among others: statements regarding the anticipated closing of the
Takara Bio merger agreement, sufficiency of our capital resources,
expected operating losses, expected revenues, expected expenses,
expected cash usage, our expectations regarding our development of
future products including single cell analysis technologies and our
expectations concerning our competitive position and business
strategy. Forward-looking statements involve inherent risks
and uncertainties which could cause actual results to differ
materially from those in the forward-looking statements, as a
result of various factors including those risks and uncertainties
described in the Risk Factors and in Management's Discussion and
Analysis of Financial Condition and Results of Operations sections
of our most recently filed Annual Report on Form 10-K and any
subsequently filed Quarterly Reports on Form 10-Q. We urge
you to consider those risks and uncertainties in evaluating our
forward-looking statements. We caution readers not to place
undue reliance upon any such forward-looking statements, which
speak only as of the date made. Except as otherwise required
by the federal securities laws, we disclaim any obligation or
undertaking to publicly release any updates or revisions to any
forward-looking statement contained herein (or elsewhere) to
reflect any change in our expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
Additional Information and Where to Find It
WaferGen has filed with the Securities and Exchange Commission
(the "SEC") a proxy statement (the "Proxy Statement"), as well as
other relevant documents concerning the proposed merger with Takara
Bio USA Holdings, Inc. ("Takara
Bio"). The Proxy Statement was first sent or given to the
stockholders of WaferGen on or about September 23, 2016 and contains important
information about the merger agreement, its related transactions
and other related matters. This communication may be deemed
to be solicitation material in respect of the proposed merger with
Takara Bio. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY BECAUSE IT
CONTAINS IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
Copies of documents filed by WaferGen with the SEC may be obtained
free of charge at the SEC's website at www.sec.gov. In
addition, investors and security holders may obtain free copies of
the Proxy Statement from WaferGen by going to WaferGen's Investors
page on its corporate website at
www.wafergen.com.
Participants in the Solicitation
WaferGen and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding WaferGen's directors and executive officers is available
in the Proxy Statement as is other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or
otherwise.
CONTACT INFORMATION:
WaferGen Bio-systems, Inc.
Rollie Carlson
Rollie.Carlson@wafergen.com
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SOURCE WaferGen Bio-systems, Inc.