Additional Proxy Soliciting Materials (definitive) (defa14a)
February 05 2019 - 5:17PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant [X]
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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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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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Akers
Biosciences, Inc.
(Name of Registrant as Specified in Its Charter)
(Name
of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No fee required.
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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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[ ]
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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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February
8, 2019
Dear
Shareholder
Akers
Biosciences, Inc. (the “Company”) – proposed cancellation of the admission of the Company’s common stock
of no par value to the AIM market of London Stock Exchange
Please
find enclosed a proxy statement in connection with the above matter.
If
you have received this covering letter, it is either because your shares in the Company are held on the Company’s Jersey
(Channel Islands) Branch share register managed by Link Asset Services, or because you hold Depositary Interests which are held
in CREST by Link Market Services Trustees Limited, the Depositary for the Company’s Depositary Interests.
Accordingly,
the voting facilities described in the enclosed proxy statement are not available to you and you should instead use the Form of
Proxy (or Form of Direction in the case of Depositary Interest holders, as appropriate) which has been enclosed in this envelope,
and return it to the address listed on the form alongside all other relevant instructions included thereon.
If
you have any questions regarding this letter or the contents of the proxy statement, please do not hesitate to email
investors@akersbio.com
and a member of our investor communications team will be happy to assist you.
Yours
faithfully
Howard
R. Yeaton
Chief
Executive Officer & Interim Chief Financial Officer
a:
201 Grove Road, Thorofare, N.J. 08086, USA
t:
+1 (856) 848 8698
www.akersbio.com
IF
YOU HAVE RECEIVED THIS FORM OF PROXY, YOUR SHARES ARE HELD ON THE COMPANY’S JERSEY (CHANNEL ISLANDS) BRANCH SHARE REGISTER.
VOTING FACILITIES DETAILED IN THE ACCOMPANYING PROXY STATEMENT DO NOT APPLY TO YOU. YOU SHOULD VOTE BY FOLLOWING THE INSTRUCTIONS
PROVIDED ON
THIS FORM
.
FORM
OF PROXY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AKERS
BIOSCIENCES, INC.
The
undersigned hereby appoints Joshua Silverman and Christopher C. Schreiber as Proxies with full power of substitution to vote all
the shares of Common Stock which the undersigned would be entitled to vote if personally present at the Special Meeting of Shareholders
to be held on March 5, 2019, at the offices of Ellenoff Grossman & Schole LLP at 1345 6th Ave, 11th Floor, New York, NY 10105
at 10 AM (EST), or at any postponement or adjournment thereof, and upon any and all matters which may properly be brought before
the Special Meeting or any postponement or adjournments thereof, hereby revoking all former proxies.
I/We
Please
insert full name(s) and address(es) in BLOCK CAPITALS
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Of
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1.
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To approve the cancellation
of the admission of the Company’s common stock of no par value to trading on AIM, a market operated by London Stock
Exchange, and that the directors and officers of the Company be authorized to take all steps which are necessary or desirable
in order to effect such cancellation.
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[ ] FOR
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[ ] AGAINST
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[ ] ABSTAINS
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The
shares represented by this proxy, when properly executed, will be voted as specified by the undersigned Shareholder(s). If this
card contains no specific voting instructions, the shares will be voted
FOR
the proposal described on this card.
1.
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To
be effective, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially
or otherwise certified copy of such power or authority, must be deposited at Link Asset Services, PXS, 34 Beckenham Road,
Beckenham BR3 4TU, United Kingdom no later than 3 PM (GMT) on March 1, 2019.
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2.
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Any
alterations made to this Form of Proxy should be initialed.
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3.
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In
the case of a corporation this Form of Proxy should be given under its Common Seal or under the hand of an officer or attorney
duly authorized in writing.
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4.
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Please
indicate how you wish your vote to be cast by placing an “X” in the box provided. On receipt of this form duly
signed, you will be deemed to have authorized Joshua Silverman and Christopher C. Schreiber to vote, or to abstain from voting,
as per your instructions.
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5.
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The
‘Abstains’ option is provided to enable you to abstain from voting on the proposal. However, it should be noted
that an abstention is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’
and ‘Against’ the proposal.
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You
must return this Form of Proxy to Link Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom by no later than
3 PM GMT on March 1, 2019.
IF
YOU HAVE RECEIVED THIS FORM OF DIRECTION, YOU ARE A HOLDER OF DEPOSITARY INTERESTS ON THE COMPANY’S JERSEY DEPOSITARY. VOTING
FACILITIES DETAILED IN THE ACCOMPANYING PROXY STATEMENT DO NOT APPLY TO YOU. YOU MAY DIRECT HOW YOU WISH TO VOTE BY FOLLOWING
THE INSTRUCTIONS PROVIDED ON
THIS FORM
.
FORM
OF DIRECTION
THIS
FORM OF DIRECTION IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AKERS
BIOSCIENCES, INC.
Form
of Direction for completion by holders of Depositary Interests representing shares on a 1 for 1 basis in Akers Biosciences,
Inc. (the “Issuer”) in respect of the Special Meeting of Shareholders to be held at 10 AM EST on March 5, 2019 at
the offices of Ellenoff Grossman & Schole LLP, 1345 6th Ave, 11
th
floor, New York, NY 10105, United
States, or at any postponement or adjournment thereof, and upon any and all matters which may properly be brought before the
Special Meeting or any postponement or adjournments thereof, hereby revoking all former proxies.
I/We
Please
insert full name(s) and address(es) in BLOCK CAPITALS
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Of
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being
a holder of Depositary Interests representing shares in the Issuer company hereby appoint Link Market Services Trustees Limited
(“Depositary”) as my/our proxy to vote for me/us and on my/our behalf at the Special Meeting of the Issuer company
to be held on the above date as directed by an
X
in the space below.
1.
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To approve the cancellation
of the admission of the Company’s common stock of no par value to trading on AIM, a market operated by London Stock
Exchange, and that the directors and officers of the Company be authorized to take all steps which are necessary or desirable
in order to effect such cancellation.
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[ ] FOR
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[ ] AGAINST
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[ ] ABSTAINS
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This
Form of Direction, when properly executed, will be voted in the manner directed herein by the undersigned holder. If no voting
instruction is indicated, you will be deemed to have instructed the Depositary to vote
FOR
the proposal described on this
card.
1
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To
be effective, this Form of Direction and the power of attorney or other authority (if any) under which it is signed, or a
notarially or otherwise certified copy of such power or authority, must be deposited at Link Asset Services, PXS, 34 Beckenham
Road, Beckenham BR3 4TU, United Kingdom no later than 3 PM GMT on February 28, 2019. Any alterations made to this Form of
Direction should be initialed.
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2
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In
the case of a corporation this Form of Direction should be given under its Common Seal or under the hand of an officer or
attorney duly authorised in writing.
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3
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Please
indicate how you wish your vote to be cast by placing “X” in the box provided. On receipt of this form duly signed,
you will be deemed to have authorised the Depositary to vote, or to abstain from voting, as per your instructions.
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4
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The
Depositary will appoint Joshua Silverman and Christopher C. Schreiber as its proxy to cast your votes. Joshua Silverman and
Christopher C. Schreiber may also vote or abstain from voting as they think fit on any other proposal (including amendments
to proposals) which may properly come before the meeting.
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5
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The
‘Abstains’ option is provided to enable you to abstain from voting on the proposal. However, it should be noted
that an abstention is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’
and ‘Against’ the proposal.
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6
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Depositary
Interest holders wishing to attend the meeting should contact the Depositary at Link Market Services Trustees Limited, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom or by email to
CAGtrustees@linkgroup.co.uk
in
order to request a Letter of Representation by no later than 3 PM GMT on February 28, 2019.
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You
must return this Form of Direction to Link Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom no later
than 3PM GMT on February 28, 2019.
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