Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
October 26 2020 - 09:23AM
Edgar (US Regulatory)
Filed
by Zomedica Corp. pursuant to Rule 425 under the Securities Act of
1933
and
deemed filed pursuant to Rule 14a-6(b)
under
the Securities Exchange Act of 1934
Form S-4 File No.: 333-249401
Subject Company: Zomedica Corp. (SEC File No.: 001-38298)
Dear Shareholders:
I am writing to you today
with a single, straightforward message -- please vote for the
domestication proposal described in our proxy materials for our
virtual Special Meeting to be held on December 15, 2020. Approval
of the domestication proposal will enable Zomedica to reincorporate
the company in Delaware, as opposed to its present incorporation in
Alberta, Canada.
Management believes that
reincorporating your company in Delaware will directly benefit
shareholders by saving approximately $500,000 per year in
duplicative, unnecessary compliance costs.
We believe that effecting
the domestication also will enhance shareholder value over the long
term by, among other things, making our company more attractive to
institutional investors who are more comfortable investing in a
Delaware corporation. In addition, our corporate offices and
operations are located in the United States and a large percentage
of our shareholders now are located there.
If your common shares are held by a
broker, bank or other intermediary, you will need to obtain a
voting instruction form from the organization that holds your
common shares and follow the instructions included on that form
regarding how to instruct the organization to vote your common
shares.
Once again, I would
appreciate your vote in favor of the domestication. Your Board of
Directors and management all believe that it is in the best
interests of Zomedica and our shareholders.
Yours truly,
Robert Cohen
Additional
Information and Where to Find It
This letter is for
informational purposes only and does not constitute an offer to buy
or sell or the solicitation of an offer to buy or sell any
securities or a solicitation of any vote or approval. This letter
relates to the proposed domestication of Zomedica Corp. (the
“Company”). In connection with the proposed domestication, the
Company has filed a registration statement on
Form S-4, which includes a document that serves as a
prospectus and proxy circular of the Company (the “proxy
circular/prospectus”), and the Company may file other documents
regarding the proposed domestication with the U.S. Securities and
Exchange Commission (the “SEC”). No offering of securities shall be
made, except by means of a prospectus meeting the requirements of
Section 10 of the U.S. Securities Act of 1933, as amended.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY
CIRCULAR/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT SHAREHOLDERS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING THE PROPOSED DOMESTICATION. A definitive proxy
circular/prospectus has been sent to the Company’s shareholders.
Investors and security holders will be able to obtain these
documents (when available) free of charge from the SEC’s website at
www.sec.gov. The documents filed by the Company with the SEC may
also be obtained free of charge from the Company by requesting them
by mail at Zomedica Corp., 100 Phoenix Drive, Suite 180, Ann Arbor,
Michigan 48108.
Participants in the
Solicitation
The Company and its
respective directors and executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies from the Company’s shareholders in respect
of the proposed domestication. Information about the Company’s
directors and executive officers is included in the proxy
circular/prospectus. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holding or otherwise, is contained in the
proxy circular/prospectus or will be contained in other relevant
materials that may be filed with the SEC regarding the proposed
domestication when they become available. Investors should read the
proxy circular/prospectus carefully before making any voting or
investment decisions. You may obtain free copies of these documents
from the SEC and the Company as indicated above.
No Offer or
Solicitation
This letter shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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