TyraTech, Inc. Special Meeting and Acquisition Update (1084F)
October 25 2018 - 2:00AM
UK Regulatory
TIDMTYR TIDMTYRU
RNS Number : 1084F
TyraTech, Inc.
25 October 2018
Embargoed until: 07.00 on 25(th) October 2018
TYRATECH, INC.
("TyraTech" or the "Company")
Special Meeting and Acquisition Update
The Directors of Tyratech (AIM: TYRU and TYR), give the
following update further to the notice issued on the 28 September
2018 relating to the Company's proposed acquisition by American
Vanguard Corporation ("AMVAC") at 3.15 pence per Share (the
"Transaction").
The Company reminds all shareholders that the deadline for
voting is 3 pm (UK) on 30th October 2018 for shares held under
nominees, brokers or banks. However, shareholders are advised to
check with their nominee or broker, some of whom may have set
earlier deadlines for their own administrative reasons. If
shareholders hold their shares via a nominee, and not in their own
name, they are reminded that their method of voting is to contact
the nominee or broker and give specific instructions to vote on
their behalf. Those shareholders holding shares in their own name
may return their proxy cards by post, fax or email a scanned copy
to the Company's Registrars, Computershare:
Externalproxyqueries@computershare.co.uk, by 3pm (UK) on 31(st)
October 2018.
Full details may be found in the Proxy Statement issued on 9(th)
October 2018, which is available on the Company's website
www.tyratech.com.
Under US Delaware Law, in order for the Transaction to proceed,
an overall majority of all the voting stock (not just a majority of
those voting) is required to vote in favour. It is therefore very
important that all shareholders vote. A non-vote has the same
effect as a vote against. A separate vote, requiring a 75% majority
of the votes cast is required to approve the cancellation of the
Company's trading on AIM (contingent on completion of the
Transaction).
The Board continues to recommend that shareholders vote FOR the
approval and adoption of the Merger Agreement; and FOR the
cancellation of admission of the Company's Common Stock to trading
on AIM.
As outlined in the announcement issued on 28th September 2018,
should TyraTech shareholders not approve the Transaction, the
Independent Directors believe little, if any, cash would be
available for return to TyraTech shareholders.
More information about how to vote is available on the Company's
website www.tyratech.com If shareholders are unable to access the
Company's website, copies of the Proxy Statement and Proxy Form are
available from the Company's Registrar, Computershare, c/o The
Pavillions, Bridgewater Road, Bristol, BS99 6ZY. They can be
contacted on 0370 702 0000 for copies, or 0370 707 4040 with any
other questions.
-ends-
For further information:
TyraTech Inc.
Bruno Jactel, Chief Executive Tel: +1 919 415 4340
Officer
Erica H. Boisvert, Chief Financial Tel: +1 919 415 4287
Officer
www.tyratech.com
SPARK Advisory Partners Limited
(Nominated Adviser)
Matt Davis Tel: +44 203 368 3550
WH Ireland Limited (Broker)
Adrian Hadden / Chris Viggor Tel: +44 20 7220 1666
Belvedere Communications (PR)
John West / Kim van Beeck Tel: +44 20 3687 2756
Additional information
This Announcement is for information only and does not
constitute an offer or invitation to underwrite, subscribe for or
otherwise acquire or dispose of any securities or investment advice
in any jurisdiction, including without limitation, the United
Kingdom, the United States, Australia, Canada or Japan. Persons
needing advice should consult an independent financial adviser.
The distribution of this Announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
SPARK Advisory Partners Limited served as exclusive financial
advisor to TyraTech and provided a fairness opinion to the
Independent Directors. SPARK Advisory Partners Limited, which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for the Company and no one
else in connection with the Transaction and will not be responsible
to anyone other than the Company for providing protections afforded
to clients of the Company.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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