TIDMTYR TIDMTYRU
RNS Number : 4564D
TyraTech, Inc.
09 October 2018
For immediate release: 9 October 2018
This Announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the
Transaction with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
TYRATECH, INC.
("TyraTech" or the "Company")
Posting of Proxy Statement and Timetable Update
TyraTech is pleased to announce that further to the announcement
of the "Conditional Merger Agreement Signed with AMVAC" published
on 28 September 2018, the Company will today be posting a circular
to shareholders seeking approval for the Merger Agreement and the
delisting of the Company from AIM. A copy of the Proxy Statement is
now available for download on the Company's website.
Further, the expected timetable of principal events from the
announcement on 28 September 2018 has been updated and is presented
below:
Expected timetable of principal events
Record date for shareholders 8 October 2018
entitled to receive notice of
the General Meeting and Proxy
Statement
Proxy Statement and Form of 9 October 2018
Proxy posted to shareholders
General Meeting 10.00 a.m. Eastern Time on
31 October 2018
Last Day for dealings in Shares 8 November 2018
on AIM and Effective Time of
the Transaction
Cancellation of trading of Shares 7.00 a.m. GMT on 9 November
on AIM 2018
All changes to the expected timetable set out above will be
notified by the Company through a Regulatory Information Service.
For further information:
TyraTech Inc.
Bruno Jactel, Chief Executive Tel: +1 919 415 4340
Officer
Erica H. Boisvert, Chief Financial Tel: +1 919 415 4287
Officer
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 2753
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.
Appendix
CONDITIONS TO CONSUMMATION OF THE TRANSACTION
The Transaction is conditional upon:
(a) The Company having obtained the Required Shareholder Vote at
the Special Meeting (including any adjournment or postponement
thereof).
(b) There not having been in effect any law, temporary
restraining order, executive order, notice, decree, ruling,
judgment or injunction or other order of a court or Governmental
Entity of competent jurisdiction preventing the Transaction from
being consummated.
(c) (i) All applicable waiting periods relating to the
Transaction having expired or been terminated, and (ii) any consent
or approval required by any other Governmental Entity having been
obtained.
(d) (i) The representations and warranties of AMVAC contained in
the Merger Agreement (other than those relating to Merger Sub)
having been true and correct when made and at and as of the
Effective Time with the same effect as though made as of the
Effective Time except (x) for changes expressly permitted by the
terms of the Merger Agreement, (y) that the accuracy of
representations and warranties that by their terms speak as of the
date of the Merger Agreement or some other date will be determined
as of such date and not as of the Effective Time, and (z) where any
such failure of the representations and warranties in the aggregate
to be true and correct would not constitute a Parent Material
Adverse Effect (without giving effect to any "materiality" or
"Parent Material Adverse Effect" qualifications contained therein);
and (ii) the representations and warranties of AMVAC relating to
Merger Sub having been true and correct in all respects both when
made and at and as of the Effective Time except (x) for changes
specifically permitted by the terms of the Transaction, and (y) the
accuracy of representations and warranties that by their terms
speak as of the date of the Merger Agreement or some other date
will be determined as of such date; and the Company shall have
received a certificate executed by a senior executive officer of
AMVAC on its behalf to the foregoing effect.
(e) AMVAC and Merger Sub shall have performed and complied with
in all material respects their obligations under the Merger
Agreement to be performed or complied with on or prior to the
Effective Time, and the Company shall have received a certificate
executed by a senior executive officer of AMVAC to the foregoing
effect.
(f) Since the date of the Merger Agreement, there shall not have
occurred and be continuing any Parent Material Adverse Effect.
(g) (i) The representations and warranties of the Company
contained in the Merger Agreement (other certain fundamental
warranties) having been true and correct when made and at and as of
the Effective Time with the same effect as though made as of the
Effective Time, except (x) for changes expressly permitted by the
terms of the Merger Agreement, (y) that the accuracy of
representations and warranties that by their terms speak as of the
date of the Merger Agreement or some other date will be determined
as of such date, and (z) where any such failure of the
representations and warranties in the aggregate to be true and
correct does not and would not constitute a Company Material
Adverse Effect (without giving effect to any "materiality" or
"Company Material Adverse Effect" qualifications contained
therein); and (ii) certain fundamental warranties of the Company
shall be true and correct in all respects, both when made and at
and as of the Effective Time, and (iii) the representations and
warranties of the Company relating to its share capital shall be
true and correct in all respects both when made and at and as of
the Effective Time and except for such inaccuracies that in the
aggregate would not result in an aggregate increase in the
consideration paid in excess of $25,000 (such increase determined
taking into account any surrender of shares or payment or
reimbursement made to AMVAC by any stockholder of the Company prior
to the Effective Time in order to cure such failure of the
condition to be satisfied); and AMVAC shall have received a
certificate executed by a senior executive officer of the Company
on its behalf to the foregoing effect.
(h) The Company shall have performed and complied with in all
material respects its obligations under the Merger Agreement to be
performed or complied with on or prior to the Effective Time, and
AMVAC shall have received a certificate executed by a senior
executive officer of the Company to the foregoing effect.
(i) Since the date of the Merger Agreement, there shall not have
occurred and be continuing any Company Material Adverse Effect.
(j) There shall not be pending any action or proceeding by any
Governmental Entity challenging or seeking to make illegal, to
delay materially or otherwise directly or indirectly to prohibit
the consummation of the Transaction.
The parties may waive certain of the Conditions as set out in
the Merger Agreement.
The following words and phrases used in this Appendix have the
following meanings:
"Company Material Adverse Effect" means any event, development,
change, effect or state of facts that, individually or in the
aggregate, has had or would reasonably be expected to have a
material adverse effect in or on the condition (financial or
otherwise), business, properties or results of operations of the
Company and its subsidiaries, taken as a whole except as such
customary provisions detailed in the Merger Agreement.
"Governmental Entity" means any governmental entity, including
any U.S. federal, state or local, or foreign government, or any
legislature, or governmental subdivision, department, agency,
regulatory or administrative body, board, commission, court,
tribunal or other instrumentality.
"Parent Material Adverse Effect" means a material adverse effect
on the ability of AMVAC or Merger Sub to consummate the Transaction
and other transactions contemplated by the Merger Agreement.
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
STRUKUORWAARRAA
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