18th Jan 2017 12:16
18 January 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
RECOMMENDED ACQUISITION
of
Constellation Healthcare Technologies, Inc. (the "Company")
by a subsidiary of CHT Holdco, LLC
to be effected by means of a merger under the laws of the State of Delaware (the "Acquisition")
Result of General Meeting
Further to the publication of the Proxy Statement by Constellation Healthcare Technologies, Inc. on 28th December 2016 (the "Proxy Statement"), the Company announces that the following resolution was passed at the Company's General Meeting held this morning, 18th January 2017. The resolution was duly passed on a poll.
For information, the votes cast were as follows:
Resolution | For | % voting rights | Against | % voting rights | Total Votes Cast (excl. Votes withheld) | Vote Withheld |
To approve the Acquisition and the terms of the Merger Agreement
|
86,763,900 |
94.22% |
75,851 |
0.08% |
86,839,751 |
zero |
The proxy figures for the resolution will also be displayed on the Company's website at http://www.constellationhealthgroup.com.
Pursuant to the timetable set out in the Proxy Statement the Acquisition is expected to complete on 26th January 2017, subject to satisfaction or waiver of other conditions to closing as provided for in the Merger Agreement and as disclosed in the Proxy Statement. Cancellation of admission of the Common Shares to trading on AIM will be effective on 27 January 2017 and the Receiving Agent will commence payment of the Acquisition Price to Shareholders on the same day.
To the extent that Shareholders have yet to complete and return the Form of Declarations, the appropriate Tax Forms and the Delaware Voting Agreement (which notwithstanding the fact that the General Meeting has now taken place is still relevant as it contains a waiver of claims under Delaware law and the execution of which will entitle Shareholders to receive A Promissory Notes which may have a higher value than the B Promissory Notes) in accordance with the instructions set out in the Proxy Statement under the heading "Action to be Taken" they are strongly encouraged to do so by no later than 26th January 2017.
Unless otherwise provided, capitalised terms used but not otherwise defined in this announcement shall have the meanings set out in the Proxy Statement.
Enquiries:
CC Capital Management, LLCDoug Newton [email protected]
Finsbury - PR adviser to CC CapitalCharles O'Brien (UK) Tel: +44 20 7251 3801 [email protected] Goldberg (US) Tel: +1 646 805 2005 [email protected] Ryall (U.S.) Tel: +1 646 805 2078 [email protected]
Constellation Healthcare Technologies, Inc.Paul Parmar, Chief Executive Officer c/o Redleaf CommunicationsSotirios ("Sam") Zaharis, Chief Financial Officer Tel: +44 20 7382 4730
finnCap Tel: +44 20 7220 0500Stuart Andrews / Julian Blunt / Scott Mathieson Corporate FinanceSimon Johnson Corporate Broking
Redleaf Communications - PR adviser to CHT Tel: +44 20 7382 4730Charlie Geller / Sam Modlin [email protected]
Related Shares:
CHT.L