Additional Proxy Soliciting Materials (definitive) (defa14a)
May 26 2017 - 4:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under Rule 14a-12
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Transgenomic,
Inc.
(Name of Registrant as Specified in Its
Charter)
Payment of Filing Fee (Check the appropriate
box):
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee
paid previously with preliminary materials:
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY NOTE
The purpose of this Schedule 14A is to file a letter from Transgenomic
delivered to its stockholders on May 26, 2017.
Additional Information for Transgenomic Common Stockholders
In connection with the proposed merger,
Transgenomic has filed with the Securities and Exchange Commission (“SEC”) a definitive proxy statement relating to
the approval of the merger agreement. The definitive proxy statement and this letter are not offers to sell Transgenomic securities
and are not soliciting an offer to buy Transgenomic securities in any state where the offer and sale is not permitted.
The definitive proxy statement was mailed
to stockholders of Transgenomic on May 15, 2017. TRANSGENOMIC URGES INVESTORS AND SECURITY HOLDERS TO READ THE DEFINITIVE PROXY
STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the definitive proxy statement and other documents
filed with the SEC by Transgenomic through the web site maintained by the SEC at www.sec.gov. Free copies of the definitive proxy
statement and other documents filed with the SEC can also be obtained on Transgenomic’s website at www.transgenomic.com/ir/investor-information.
Transgenomic, Precipio Diagnostics, LLC
and each of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Transgenomic in connection with the merger. Information about the directors and executive officers of Transgenomic is set forth
in Transgenomic’s proxy statement filed with the SEC on April 29, 2016 in connection with its annual meeting, and in Transgenomic’s
definitive proxy statement filed with the SEC on May 12, 2017 in connection with the proposed merger. Additional information regarding
the interests of these participants and other persons who may be deemed participants in the merger may be obtained by reading the
definitive proxy statement regarding the proposed transaction.
Forward-Looking Statements
Certain statements in this letter constitute
“forward-looking statements” of Transgenomic, which involve known and unknown risks, uncertainties and other factors
that may cause actual results to be materially different from any future results, performance or achievements expressed or implied
by such statements. Forward-looking statements include, but are not limited to, those with respect to management’s current
views and estimates of future economic circumstances, industry conditions, company performance and financial results, including
the ability of Transgenomic to grow its involvement in the diagnostic products and services markets, expectations regarding new
clients, projects and prospects, and MX-ICP’s ability to accelerate Transgenomic’s growth and generate revenue. The
known risks, uncertainties and other factors affecting these forward-looking statements are described from time to time in Transgenomic’s
filings with the SEC. Any change in such factors, risks and uncertainties may cause the actual results, events and performance
to differ materially from those referred to in such statements. All information in this letter is as of the date of the release
and Transgenomic does not undertake any duty to update this information, including any forward-looking statements, unless required
by law.
May 26, 2017
Dear Fellow Stockholder:
We have previously sent to you proxy material for the upcoming
special meeting of stockholders of Transgenomic, Inc. to be held on June 5, 2017.
Your Board of Directors recommends that stockholders
vote FOR all items on the agenda.
Your vote is important
, no matter how many or how few
shares you may own. Please help your company avoid the expense of further solicitation by signing, dating and returning the enclosed
proxy card today.
Thank you for your cooperation.
Very truly yours,
Paul Kinnon
President and Chief Executive Officer
REMEMBER:
You can vote your shares by telephone,
or
via
the Internet.
Please follow the easy instructions on
the enclosed proxy card.
If you have any questions, or need assistance
in voting
your shares, please call our proxy solicitor:
INNISFREE M&A INCORPORATED
TOLL-FREE at (888) 750-5834.
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