Matritech Inc/DE/ - Filing of certain prospectuses and communications in connection with business combination transactions (425)
November 29 2007 - 5:31PM
Edgar (US Regulatory)
Filed
by Matritech, Inc.
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12 under
the
Securities
Exchange Act of
1934
Subject
Company: Matritech,
Inc.
Commission
File No.:
333-146860
330
Nevada Street
Newton,
MA 02460
November
29, 2007
|
REMINDER
MAILING
YOUR
VOTE IS VERY IMPORTANT!
|
|
To
the
Matritech Stockholders:
You
have
previously received proxy material in connection with our special meeting of
stockholders to be held on Wednesday, December 12, 2007. According to
our latest records, your
PROXY VOTE
for this meeting
HAS NOT YET BEEN RECEIVED.
To ensure your
representation and the presence of a quorum at the special meeting, whether
or
not you plan to attend the special meeting,
please vote your shares
in one of the following manners
:
·
|
Call
the toll-free number on the voting form included in this
package. This call will be cost-free. Using your
12-digit control number located on the voting form, cast your
proxy;
|
|
Vote
on the internet at
www.proxyvote.com
using the 12-digit control
number located on the voting form;
or
|
·
|
Sign
the proxy and mail it back in the enclosed postage-paid envelope
prior to
the meeting date.
|
You
are
being asked to approve:
·
|
the
sale of substantially all of the assets of Matritech, Inc. to a
wholly-owned subsidiary of Inverness Medical Innovations, Inc., pursuant
to and on the terms of an asset purchase agreement by and among Matritech,
Inverness and Inverness’ wholly-owned subsidiary, which we refer to as the
asset sale proposal;
|
·
|
a
plan of complete liquidation and dissolution of Matritech following
the
closing of the asset sale, which we refer to as the plan of dissolution
proposal;
|
·
|
if
the asset sale is approved and completed, an amendment to Matritech’s
certificate of incorporation to change Matritech’s name to
MZT Holdings, Inc., which we refer to as the name change
proposal; and
|
·
|
the
grant of discretionary authority to the Matritech board of directors
to
adjourn or postpone the special meeting, even if a quorum is present,
to
solicit additional votes to approve the proposal set forth above,
if
necessary, which we refer to as the adjournment
proposal.
|
Please
review the proxy statement previously provided to you in its entirety as that
document contains a complete description of each of these proposals, the risks
associated with these proposals and the interests of members of the Matritech
Board of Directors and executive officers in these proposals. These
proposals have important consequences for you as the holder of shares of
Matritech common stock, all as more fully described in the proxy
statement.
The
Matritech Board of Directors believes these proposals to be in the best
interests of Matritech and its stockholders and unanimously recommends you
vote
FOR
each of these proposals.
WE
NEED YOUR SUPPORT!
Approval of the asset sale proposal
requires the affirmative vote of both the holders of a majority in voting power
of the outstanding shares of Matritech common stock and Series A convertible
preferred stock, voting together as a single class, and the separate approval
of
the holders of at least 75% of the outstanding shares of Series A convertible
preferred stock. The plan of dissolution and name change proposals
each require the affirmative vote of the holders of a majority in voting power
of the outstanding shares of Matritech common stock and Series A convertible
preferred stock, voting together as a single class. The adjournment
proposal requires the affirmative vote of the holders of a majority in voting
power of the outstanding shares of Matritech common stock and Series A
convertible preferred stock, voting together as a single class, present and
voting either in person or by proxy, and entitled to vote at the
meeting.
If
you do
not affirmatively vote your shares or direct your broker on how to vote your
shares, it will have the same effect as a vote opposing the asset sale, plan
of
dissolution and name change proposals and will have no effect on the adjournment
proposal. Your broker allows you to vote your shares telephonically
or via the internet if you wish. Please follow the instructions on
the enclosed voting form to cast your proxy.
Remember,
your broker cannot vote your shares until you instruct him or her to do
so.
If
you
have any questions about the proposals on which you are being asked to vote
or
on how to vote your shares, please contact Matritech’s Chief Financial Officer,
Richard A. Sandberg, at (617) 658-5224 or
dsandberg@matritech.com
, or
Matritech’s proxy solicitor, Georgeson, Inc., at (877) 278-6775.
Thank
you
in advance for your support.
BY
ORDER OF THE BOARD OF
DIRECTORS,
Patricia
Randall
Secretary
of Matritech,
Inc.
Additional
Information About the Proposed Transaction and Where to Find
It:
This
communication 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.
Inverness
has filed with the Securities and Exchange Commission a Registration Statement
on Form S-4 in connection with the proposed transaction that includes
Matritech’s proxy statement and Inverness’ prospectus for the proposed
transaction. THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY
STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT INVERNESS, MATRITECH,
THE PROPOSED TRANSACTION AND RELATED MATTERS. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY
STATEMENT/PROSPECTUS CAREFULLY. Free copies of the definitive
registration statement and the proxy statement/prospectus and other documents
filed with the SEC by Inverness and Matritech can be obtained through the web
site maintained by the SEC at
www.sec.gov
. In addition, free
copies of the definitive registration statement and the proxy
statement/prospectus are available from Inverness by contacting Shareholder
Relations at (781) 647-3900 or
jon.russell@invmed.com
, or from Matritech
by contacting Richard A. Sandberg at (617) 658-5224 or
dsandberg@matritech.com
.
Inverness,
Matritech and their respective directors and executive officers may be deemed
to
be participants in the solicitation of proxies from the stockholders of
Matritech in connection with the proposed transaction. Information
regarding the special interests of these directors and executive officers in
the
proposed transaction is included in the definitive proxy statement/prospectus
described above. Additional information regarding Inverness’
directors and executive officers is also included in Inverness’ proxy statement
for its 2007 Annual Meeting of Stockholders, which was filed with the SEC on
April 9, 2007. Additional information regarding Matritech’s directors
and executive officers is also included in Matritech’s proxy statement for its
2007 Annual Meeting of Stockholders, which was filed with the SEC on or about
April 26, 2007. These proxy statements are available free of charge at the
SEC's
web site at
www.sec.gov
and from Inverness and Matritech by
contacting them as described above.
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