TIDMSMD
RNS Number : 6916J
Spectral MD Holdings, Ltd.
17 August 2023
Spectral MD Holdings, Ltd
("Spectral MD" or the "Company")
Posting of Circular and Notice of General Meeting
Form S-4 approved by the U.S. Securities and Exchange Commission
and now effective
Spectral MD posting circular ahead of a general meeting to
approve business combination with Rosecliff
LONDON, U.K. AND DALLAS, TX, U.S. -Spectral MD Holdings, Ltd.
(AIM: SMD), an artificial intelligence (AI) company focused on
medical diagnostics for faster and more accurate treatment
decisions in wound care, announces that further to the announcement
made on 9 August 2023 in respect of the Company's proposed
cancellation to trading on AIM and business combination agreement
(the "Transaction") with Rosecliff Acquisition Corporation I
("Rosecliff"), a circular and notice of general meeting has today
been sent to shareholders and is available on the Company's website
here.
The general meeting will take place at the offices of the
Company located at 2515 McKinney Avenue, Suite 1000, Dallas TX
75201 at 3.00 p.m. (BST) 9.00 a.m. (CDT) on 31 August 2023.
Key information in relation to the Transaction contained in the
letter from the Chairman in the circular is reproduced below
(capitalised terms are as defined in the circular).
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("MAR"). Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
Additional Information and Where to Find It
This press release is provided for informational purposes only
and contains information with respect to a proposed business
combination among Spectral MD, Rosecliff, Ghost Merger Sub I Inc.,
a wholly-owned subsidiary of Rosecliff and Ghost Merger Sub II LLC,
a wholly-owned subsidiary of Rosecliff (the "Transaction"). In
connection with the proposed Transaction, Rosecliff has filed a
registration statement on Form S-4 with the SEC, which includes the
definitive proxy statement/prospectus (as amended from time to
time, the "Registration Statement"). A full description of the
proposed Transaction has been included in the Registration
Statement filed by Rosecliff with the SEC. Rosecliff's
stockholders, investors and other interested persons are advised to
read the Registration Statement as well as other documents that
have been filed with the SEC, as these documents will contain
important information about Rosecliff, Spectral MD, and the
proposed Transaction. The Registration Statement has been declared
effective by the SEC as of 11 August 2023. The proxy
statement/prospectus and other relevant documents for the proposed
Transaction will be mailed to stockholders of Rosecliff as of a
record date to be established for voting on the proposed
Transaction. Rosecliff investors and stockholders will also be able
to obtain copies of the proxy statement/prospectus and other
documents filed with the SEC, without charge, at the SEC's website
at www.sec.gov.
Participants in the Solicitation
Rosecliff, Spectral MD and certain of their respective
directors, executive officers, other members of management and
employees may, under SEC rules, be deemed participants in the
solicitation of proxies from Rosecliff's stockholders with respect
to the proposed Transaction. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed Transaction of Rosecliff's directors and officers
in Rosecliff's filings with the SEC, including Rosecliff's
definitive proxy statement, the Registration Statement and other
documents filed with the SEC. Such information with respect to
Spectral MD's directors and executive officers has also been
included in the Registration Statement.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed Transaction or (b) an offer to sell or the solicitation of
an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or (ii) an offer or
commitment to lend, syndicate or arrange a financing, underwrite or
purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in
the United States or for the account or benefit of U.S. persons (as
defined in Regulation S under the U.S. Securities Act of 1933 (the
"Securities Act") shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an
exemption therefrom. Investors should consult with their counsel as
to the applicable requirements for a purchaser to avail itself of
any exemption under the Securities Act.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. This includes, without limitation, all statements regarding
(i) the proposed Transaction with Rosecliff, including statements
regarding anticipated timing of the proposed Transaction, (ii)
redemptions of Rosecliff common stock, (iii) valuation of the
proposed Transaction, (iv) the closing of the proposed Transaction,
(v) the ability to regain compliance with Nasdaq Capital Market
listing requirements and to maintain listing, or for the Combined
Company to be listed, on the Nasdaq Capital Market, (vi) Rosecliff
and Spectral MD's managements' expectations and expected synergies
of the proposed Transaction and the Combined Company, (vii) the use
of proceeds from the proposed Transaction, (viii) potential
government contracts, and (ix) expected beneficial outcomes and
synergies of the proposed Transaction, (x) Spectral MD's U.S.
government contracts and future awards, (xi) FDA, CE and UKCA
regulatory submissions and approvals, (xii) target markets of burn
wounds and diabetic foot ulcers, (xiii) possible competitors, (xiv)
future clinical indications and use of BARDA, (xv) potential PIPE
transaction and amount raised, (xvi) future applications of
Spectral MD products, (xvii) potential indications and areas of
interest supported by BARDA, (xviii) future and pending U.S. patent
applications and foreign and international patent applications,
(xvix) the AIM delisting and its effects for U.K. Spectral MD
shareholders, (xxx) the development of DeepView(R) technology and
tools; (xxxi) the effectiveness of the DeepView(R) platform in
assessing burn wounds, (xxxii) the reliability of any studies
performed by Spectral MD, and (xxxiii) the completion of any
certifications. Generally, statements that are not historical
facts, including statements concerning our possible or assumed
future actions, business strategies, events or results of
operations, are forward-looking statements. These statements may be
preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates" or "intends"
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. These forward-looking statements are expressed in good
faith, and Spectral MD and Rosecliff believe there is a reasonable
basis for them. However, there can be no assurance that the events,
results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Spectral MD nor Rosecliff is
under any obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. In addition to risk factors
previously disclosed in Rosecliff's reports filed with the SEC and
those identified elsewhere in this press release, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: (i) risks associated with product development and
regulatory review, including the time, expense and uncertainty of
obtaining clearance, approval or De Novo classification for
Spectral MD's DeepView technology, (ii) Spectral MD's ability to
obtain additional funding when needed and its dependence on
government funding, (iii) expectations regarding Spectral MD's
strategies and future financial performance, including its future
business plans or objectives, prospective performance and
opportunities and competitors, revenues, products and services,
pricing, operating expenses, market trends, liquidity, cash flows
and uses of cash, capital expenditures, and Spectral MD's ability
to invest in growth initiatives and pursue acquisition
opportunities; (iv) the risk that the proposed Transaction may not
be completed in a timely manner at all, which may adversely affect
the price of Rosecliff's securities; (v) the failure to satisfy the
conditions to the consummation of the proposed Transaction,
including the adoption of the business combination agreement by the
stockholders of Rosecliff and the stockholders of Spectral MD, and
the receipt of certain governmental and regulatory approvals; (vi)
the lack of third party valuation in determining whether or not to
pursue the proposed Transaction; (vii) the ability of
Rosecliff to regain compliance with Nasdaq Capital Market
listing requirements and to maintain listing, or for the Combined
Company to be listed, on the Nasdaq Capital Market; (viii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination agreement;
(ix) the outcome of any legal proceedings that may be instituted
against Rosecliff or Spectral MD following announcement of the
proposed Transaction; (x) the risk that the proposed Transaction
may not be completed by Rosecliff's business combination deadline
and the potential failure to obtain an extension of the business
combination deadline; (xi) the effect of the announcement or
pendency of the proposed Transaction on Spectral MD's business
relationships, operating results, and business generally; (xii)
volatility in the price of Rosecliff's securities due to a variety
of factors, including changes in the competitive and regulated
industries in which Rosecliff plans to operate or Spectral MD
operates, variations in operating performance across competitors,
changes in laws and regulations affecting Rosecliff's or Spectral
MD's business, Spectral MD's inability to implement its business
plan or meet or exceed its financial projections and changes in the
combined capital structure; (xiii) Rosecliff's ability to raise
capital as needed; (ixv) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed Transaction and identify and realize additional
opportunities; (xv) the risk that the announcement and consummation
of the proposed Transaction disrupts Spectral MD's current
operations and future plans; (xvi) the ability to recognize the
anticipated benefits of the proposed Transaction; (xvii) unexpected
costs related to the proposed Transaction; (xviii) the amount of
any redemptions by existing holders of the Rosecliff common stock
being greater than expected; (xix) limited liquidity and trading of
Rosecliff's securities; (xx) geopolitical risk and changes in
applicable laws or regulations; (xxi) the possibility that
Rosecliff and/or Spectral MD may be adversely affected by other
economic, business, and/or competitive factors; (xxii) operational
risk; and (xxiii) changes in general economic conditions, including
as a result of the COVID-19 pandemic. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
"Risk Factors" sections of the Rosecliff's Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, the Registration Statement
and the other documents filed by Rosecliff from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements.
Readers are cautioned not to put undue reliance on
forward-looking statements, and neither Spectral MD nor Rosecliff
assumes any obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by securities and
other applicable laws. Neither Spectral MD nor Rosecliff gives any
assurance that it will achieve its expectations.
For further information please contact:
Spectral MD Holdings, Ltd. IR@Spectralmd.com
Wensheng Fan, Chief Executive Officer via Walbrook PR
Nils Windler, Chief Financial Officer
SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD) Tel: +44 (0)20 3470 0470
Stuart Gledhill / Harry Davies-Ball (Corporate Finance)
Vadim Alexandre / Rob Rees (Sales & Broking)
The Equity Group Inc. (US Investor Relations) dsullivan@equityny.com
Devin Sullivan Tel: 212-836-9608
Walbrook PR Ltd (UK Media & Investor Relations) spectralMD@walbrookpr.com
Paul McManus / Louis Ashe-Jepson / Alice Woodings Tel: +44 (0)20 7933 8780
About Spectral MD
Spectral MD is a predictive AI company focused on medical
diagnostics for faster and more accurate treatment decisions in
wound care for burn, DFU, and future clinical applications. At
Spectral MD, we are a dedicated team of forward-thinkers striving
to revolutionize the management of wound care by "Seeing the
Unknown"(R) with our DeepView(R) Wound Diagnostics System. The
Company's DeepView(R) platform is the only predictive diagnostic
device that offers clinicians an objective and immediate assessment
of a wound's healing potential prior to treatment or other medical
intervention. With algorithm-driven results that substantially
exceed the current standard of care, Spectral MD's diagnostic
platform is expected to provide faster and more accurate treatment
insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at:
www.spectralmd.com.
About Rosecliff Acquisition Corp I
Rosecliff is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. Its principals possess public and private
market investing experience and operational knowledge to bring
value added benefits to Spectral MD. The Rosecliff team has
substantial experience investing in rapidly growing and disruptive
technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in
creatively structuring transactions to unlock and maximize
value.
1. INTRODUCTION
I am pleased to be writing to you to inform you of certain
material transactions that the Board of Directors of the Company is
recommending for your approval at a General Meeting to be held on
31 August 2023. The Company is seeking your approval of the
following resolutions (the "Resolutions"): (i) the approval of an
amendment to the Company's Certificate of Incorporation to change
the consent requirement to approve the delisting of the Company's
Common Stock from AIM to consent by Shareholders holding not less
than 75 per cent of votes cast by Shareholders present in a general
meeting; and (ii) subject to the approval of the Resolution set out
above, the approval of the Company to seek the Cancellation. The
Notice of General Meeting is set out on page 12 of the Circular.
The Board of Directors of the Company have unanimously approved
each of the Resolutions listed above. Additionally, the Circular
constitutes notice, pursuant to Section 228(e) of the General
Corporation Law of the State of Delaware (the "DGCL"), that
Shareholders constituting the required Company Stockholder
Transaction Approval (as defined in the Business Combination
Agreement) adopted the Business Combination Agreement and approved
the Business Combination and the other transactions contemplated by
the Business Combination Agreement, by executing the Written
Consent in Lieu of Special Meeting of Shareholders on 16 August
2023. A copy of this Written Consent is enclosed as Appendix I in
the Circular.
The purpose of the Circular is to: (i) provide notice of the
General Meeting; (ii) seek Shareholders' approval of the
Resolutions; (iii) provide information on the background to and
reasons for the proposed Merger and Cancellation; and (iv) explain
the consequences of the Merger and Cancellation and provide reasons
why the Directors unanimously consider both the Merger and
Cancellation to be in the best interests of the Company and its
Shareholders as a whole.
2. THE MERGER AND CANCELLATION
(A) Merger with Rosecliff Merger Sub I
On 11 April 2023, the Company entered into the Business
Combination Agreement with Rosecliff and two of Rosecliff's
wholly-owned subsidiaries, including Rosecliff Merger Sub I.
Following completion of the Business Combination, the Company will
become a subsidiary of Rosecliff and will maintain all the ongoing
business operations of the Company. In connection with the
completion of the Business Combination, Rosecliff will be renamed
Spectral AI, Inc. (the "Combined Company") and will change its
ticker symbol on The Nasdaq Capital Market to "MDAI".
As part of the Business Combination, the Company's Shareholders
will receive aggregate consideration in the form of 17,000,000
shares of common stock of the Combined Company, equal to
approximately 92.7 per cent. of the issued and outstanding shares
of the Combined Company's common stock immediately following
completion of the Business Combination (the "Aggregate Transaction
Consideration").(1) Assuming a value of $10.00 per share of the
Combined Company's common stock (which is the price at which
Rosecliff completed its initial public offering on 17 February
2021), the Aggregate Transaction Consideration implies an aggregate
equity value for the Company of approximately $170 million. All the
Company's operations will continue unchanged following completion
of the Business Combination.
Pursuant to the Cancellation, all Common Stock will be cancelled
and converted into the right to receive a pro rata portion of the
Aggregate Transaction Consideration in shares of the Combined
Company's common stock which will be traded on Nasdaq under the new
Combined Company's ticker symbol (NASD:MDAI). Subject to the
passing of the Resolutions and completion of the Business
Combination, trading in shares of the Combined Company is expected
to commence on or about 8 September 2023.
Completion of the Business Combination is conditional on the
following:
-- the requisite approval by Rosecliff shareholders of the
Business Combination and related matters being obtained;
-- the requisite approval by the Company's Shareholders of the
Merger being obtained (which, as stated in Section 1 hereof, has
already been obtained);
-- the registration statement on Form S-4 including a proxy
statement/prospectus filed by Rosecliff with the SEC becoming
effective under the Securities Act, a "no stop order" suspending
the effectiveness of such registration statement having been
issued, and there being no proceedings initiated or threatened by
the SEC (and not withdrawn) for that purpose; and
-- confirmation of there being no governmental order, statute,
rule or regulation in force to restrain, enjoin, or otherwise
prohibit the completion of the Business Combination.
For further information on the Business Combination, please see
the latest Form S-4 available on the SEC's website at:
https://www.sec.gov/Archives/edgar/data/1833498/000121390023066382/f424b30823_rosecliff.htm
(B) Amendment to the Company's Certificate of Incorporation
The Company was admitted to trading on AIM on 22 June 2021. The
Company amended its original Certificate of Incorporation to
include certain elements considered appropriate or otherwise
required for companies listed on AIM. The Company now wishes to
amend Article 4(C)(3) of its Certificate of Incorporation prior to
the Cancellation to conform with Rule 41 of the AIM Rules. The
current Certificate of Incorporation provides that the approval of
Shareholders holding 75 per cent of all of the outstanding shares
of Common Stock is required to delist the Company's Common Stock
from trading on AIM, and the proposed amendment would change this
to be a requirement for the approval of shareholders holding not
less than 75 per cent of votes cast by Shareholders at a general
meeting.
(C) Voluntary Cancellation of the Company's Admission to AIM
Following completion of the Business Combination, the Combined
Company's common stock will be traded on Nasdaq. Following
completion of the Business Combination, the Company will not be
eligible to remain on AIM without the Combined Company being
admitted to AIM. The Directors believe that such efforts would
incur substantial additional costs and expenses associated with
maintaining a dual-listing on both AIM and Nasdaq. The Company
seeks to eliminate the additional regulatory costs and expenses
associated with the Company's maintenance of an admission to AIM.
The Company is headquartered in the United States and is formed and
governed by the laws of the State of Delaware located in the United
States.
1 This level of ownership interest assumes: (a) no Rosecliff
shareholder exercises its redemption rights with respect to
his/her/its shares for a pro rata portion of the funds in
Rosecliff's trust account; (b) no shares are issued pursuant to the
new Rosecliff equity incentive plan; (c) forfeiture of all of the
Rosecliff management team's private placement warrants and no
exercise of the public warrants; (d) no shares are issued pursuant
to the potential private placement; (e) Rosecliff and other
founding initial stockholders retain 880,000 founder shares; (f)
all new options for shares of the Combined Company common stock are
vested and exercised; (g) all new warrants for shares of the
Combined Company stock are exercised; and (h) all new restricted
stock units for shares of the Combined Company stock are vested and
issued in respect thereof.
Please note that the Company's proxyholder currently holds an
aggregate of 90,646,476 shares of Common Stock, representing
approximately 66.6 per cent. of the outstanding Common Stock of the
Company, voting in FAVOUR of all the Resolutions.
3. THE PROCESS FOR EXCHANGING SHARES ON AIM FOR SHARES OF COMMON STOCK ON NASDAQ
Following the completion of the Business Combination and the
receipt of the Aggregate Transaction Consideration, all shares of
the Company's Common Stock will be cancelled and converted into the
right to receive a pro rata portion of shares of the Combined
Company's common stock, without any action to be completed on
behalf of the Company's Shareholders.
The Business Combination Agreement provides that, at the
effective time of the first merger between the Company and
Rosecliff Merger Sub I (the "First Effective Time"), Rosecliff will
deposit with the Exchange Agent certificates, or at the Company's
option, evidence of book-entry shares representing the shares of
Combined Company's common stock issuable to the Company's
Shareholders. The Company's current intention is that the Combined
Company common stock issuable to the Company's Shareholders in the
Business Combination will be issued in book-entry form.
The Business Combination Agreement provides that concurrently
with Rosecliff's mailing of a proxy statement to its stockholders
for purposes of approving the Business Combination and related
matters, the Exchange Agent will mail to each Shareholder of record
(i) a certificate or certificates which, immediately prior to the
First Effective Time, represented outstanding shares of the
Company's Common Stock,; (ii) a letter of transmittal; and (iii)
instructions for surrendering and exchanging Company stock
certificates and book entry shares held by such record holder in
exchange for certificates or book-entry shares of the Combined
Company's common stock. Upon surrender of a Company stock
certificate or book entry shares to the Exchange Agent, together
with a duly signed letter of transmittal and such other documents
as the Exchange Agent or Company may reasonably require, the
Company stock certificate or book entry shares so surrendered will
be cancelled and the Shareholder will be entitled to receive a
certificate or certificates or book-entry shares, as applicable,
representing the number of shares of the Combined Company's common
stock that such holder has the right to receive pursuant to the
provisions of the Business Combination Agreement. No interest shall
be paid or shall accrue for the benefit of holders of Company stock
certificates or book entry shares on the Aggregate Transaction
Consideration payable in respect of such certificates or book entry
shares.
From and after the First Effective Time, until it is
surrendered, each share of Company Common Stock will be deemed to
represent only the right to receive a pro rata portion of shares of
the Combined Company's common stock.
4. THE PROCESS FOR THE CANCELLATION
The Directors are aware that certain Shareholders may be unable
or unwilling to hold common stock in the Combined Company which is
intended to be traded on Nasdaq in the event the Cancellation is
approved and becomes effective. Such Shareholders should consider
selling their interests in the Company's Common Stock prior to the
Cancellation becoming effective.
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at the General Meeting, and the amended Certificate of
Incorporation
of the Company will reflect this position. Accordingly, the
Notice of General Meeting set out at the end of the Circular
contains a resolution of the Shareholders to approve the
Cancellation.
If the Cancellation Resolution is passed, the last day of
dealings in Common Stock on AIM will be 7 September 2023 and the
Cancellation will take effect at 7.00 a.m. (BST) on 8 September
2023. If the Cancellation becomes effective, SP Angel Corporate
Finance LLP will cease to be the Nominated Adviser of the Company
and the Company will no longer be required to comply with the AIM
Rules.
If the Business Combination is completed, the Company will be a
wholly-owned subsidiary of Spectral AI, Inc. and accordingly there
will be no mechanism for trading shares in the Company.
Shareholders should note that, as a wholly-owned subsidiary, should
the Cancellation not be approved, the Company's Common Stock is
unlikely to remain suitable for continued Admission to trading on
AIM.
5. THE PRINCIPAL EXPECTED EFFECTS OF THE CANCELLATION
The principal expected effects of the Cancellation include the
following:
-- the Company will no longer have an independent Nominated
Adviser after the Cancellation with the Combined Company
maintaining a listing on Nasdaq;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply to the Company;
-- Shareholders will lose certain protections for minority
shareholders under the AIM Rules, such as the independence of the
Board and scrutiny of transactions with related parties,
potentially allowing larger shareholders to exercise more influence
and control (although the Combined Company will be subject to
Nasdaq rules on independence and the SEC's disclosure rules with
respect to transactions with related parties);
-- the Company may no longer be required to seek Shareholder
approval, where applicable, for reverse takeovers and fundamental
changes in the Company's business (although the Combined Company
will be subject to Nasdaq's shareholder approval rules);
-- the Company will no longer be subject to UK MAR regulating
inside information and other matters;
-- the Company will no longer be required to publicly disclose
any change in major shareholdings in the Company under the
Disclosure Guidance and Transparency Rules (although greater than 5
per cent. beneficial owners in the Combined Company will be
required to file certain reports with the SEC disclosing their
beneficial ownership and changes in their beneficial ownership);
and
-- the Company will become subject to the rules and regulations
of the SEC for publicly traded securities and the Nasdaq rules and
regulations (including those noted above) in relation to operating
as a U.S. public company and maintaining a listing on Nasdaq.
The above considerations are not exhaustive, and all
Shareholders should seek their own independent advice when
assessing the likely impact of the Cancellation and of any possible
tax effects on them.
Certain Shareholders may be unable or unwilling to hold Common
Stock following the Cancellation and they should consider selling
their Common Stock on AIM prior to the Cancellation becoming
effective. The Board is, however, making no recommendation as to
whether or not Shareholders should buy or sell Common Stock.
6. GENERAL MEETING
A Notice of General Meeting is included with the Circular
convening the General Meeting to be held at the offices of the
Company located at 2515 McKinney Avenue, Suite 1000, Dallas TX
75201 at 3.00 p.m. (BST)/9.00 a.m. (CDT) on 31 August 2023 at which
the Resolutions will be proposed.
7. RECOMMENDATION AND IRREVOCABLE VOTING UNDERTAKINGS
The Directors consider the Merger (and the larger Business
Combination) and the Cancellation to be in the best interests of
the Company and its Shareholders as a whole and accordingly
unanimously recommend that Shareholders vote in favour of the
Resolutions to be proposed at the General Meeting.
The Company has received irrevocable undertakings to vote in
favour of the Resolutions from all of the Directors who hold Common
Stock in respect of their entire beneficial holdings of Common
Stock amounting to, in aggregate, 1,869,267 shares of Common Stock,
representing approximately 1.4 per cent. of the Common Stock.
In addition to the Directors, certain other Shareholders have
irrevocably undertaken to vote in favour of the Resolutions in
respect of the Common Stock in which they are interested, amounting
in aggregate to 88,777,209 shares of Common Stock, representing
approximately 65.2 per cent. of the Common Stock.
Finally, as stated in Section 1, certain Shareholders
constituting the required Company Stockholder Transaction Approval
(as defined in the Business Combination Agreement) adopted the
Business Combination Agreement and approved the Business
Combination and the other transactions contemplated by the Business
Combination Agreement, by executing the Written Consent in Lieu of
Special Meeting of Shareholders on 16 August 2023. A copy of this
Written Consent is enclosed hereto as Appendix I in the
Circular.
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END
MSCEASPXFLPDEFA
(END) Dow Jones Newswires
August 17, 2023 12:01 ET (16:01 GMT)
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