Verseon Corporation Tender Offer Results & Special Meeting Notice (4862W)
11 Dicembre 2019 - 9:18AM
UK Regulatory
TIDMVERS
RNS Number : 4862W
Verseon Corporation
11 December 2019
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 +44 (0) 20 7614
(Corporate Finance) 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCLIFSDFALLLIA
(END) Dow Jones Newswires
December 11, 2019 03:18 ET (08:18 GMT)
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