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TyraTech, Inc. (TYR)

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Thursday 25 October, 2018

TyraTech, Inc.

Special Meeting and Acquisition Update

RNS Number : 1084F
TyraTech, Inc.
25 October 2018
 

Embargoed until: 07.00 on 25th 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: [email protected], by 3pm (UK) on 31st October 2018.

Full details may be found in the Proxy Statement issued on 9th 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 Officer


Tel: +1 919 415 4340

Erica H. Boisvert, Chief Financial Officer


Tel: +1 919 415 4287

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 [email protected] or visit www.rns.com.
 
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