Enzymotec Shareholders Approve Proposed Acquisition by Frutarom
11 Dezember 2017 - 11:15PM
Enzymotec Ltd. (NASDAQ:ENZY) (“Enzymotec” or the “Company”), a
developer, manufacturer and marketer of innovative bio-active lipid
ingredients and nutritional products, today announced that at
Enzymotec’s annual and extraordinary general meeting of
shareholders held today, Enzymotec shareholders voted to approve
the previously announced acquisition by Frutarom Ltd., an Israeli
company (“Frutarom”), a subsidiary of Frutarom Industries Ltd.
(LSE:FRUT)(TASE:FRUT), a publicly traded company on the London
Stock Exchange and Tel Aviv Stock Exchange (“Frutarom”), and all
transactions and arrangements contemplated under the related merger
agreement, including the merger of Frutarom Tech Ltd., a
wholly-owned subsidiary of Frutarom (“Merger Sub”) with and into
Enzymotec. At the meeting, 18,615,784 ordinary shares, or
approximately 99.9 percent of votes cast at the meeting, voted in
favor of the merger.
Enzymotec and Frutarom entered into the
foregoing merger agreement on October 28, 2017 providing for
Frutarom to acquire Enzymotec.
Enzymotec has also reported that all of the
regulatory approvals and clearances required for the acquisition
have been obtained. Subject to fulfillment of certain customary
closing conditions, the Company expects the acquisition to be
completed by mid-January 2018, following the expiration of a
mandatory 30-day waiting period following the shareholder approval
in accordance with Israeli law. At the closing of the acquisition,
Enzymotec shareholders will have the right to receive US$11.90 in
exchange for each Enzymotec ordinary share.
About Enzymotec
Enzymotec is a leading global supplier of
specialty lipid-based products and solutions. The Company develops,
manufactures and markets innovative bio-active lipid ingredients,
as well as final products, based on sophisticated processes and
technologies. For further information, please visit Enzymotec’s
website at: www.enzymotec.com.
About Frutarom
Frutarom is a leading global company operating
in the global flavors and natural fine ingredients markets.
Frutarom has significant production and development centers on all
six continents and markets and sells approximately 70,000 products
to more than 30,000 customers in over 150 countries. Frutarom's
products are intended mainly for the food and beverages, flavor and
fragrance extracts, pharmaceutical, nutraceutical, health food,
functional food, food supplement and cosmetics industries.
Cautionary Note Regarding
Forward-Looking Statements
Information included in this press release may
contain forward-looking statements, within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
that involve risks and uncertainties. These forward-looking
statements include, but are not limited to, statements about the
expected timing of the proposed acquisition, and the satisfaction
or waiver of any conditions to the proposed acquisition. These
forward-looking statements involve known and unknown risks and
uncertainties and are based on current expectations, assumptions,
estimates and projections about Enzymotec and its industry as of
the date of this press release. We undertake no obligation to
update forward-looking statements to reflect subsequent occurring
events or circumstances, or changes in our expectations, except as
may be required by law. Forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially from those contemplated by the forward-looking
statements, including: (1) Enzymotec may be unable to
satisfy conditions to the closing of the proposed acquisition; (2)
the proposed acquisition may involve unexpected costs, liabilities
or delays; (3) any event or change could occur or other
circumstances could arise that could cause the termination of the
merger agreement; (4) the proposed acquisition may disrupt current
plans and operations and could cause potential difficulties in
employee retention; (5) the proposed acquisition may adversely
impact relationships with Enzymotec’s commercial counter-parties;
(6) other risks may imperil the consummation of the proposed
acquisition, which may result in the acquisition not being
consummated within the expected time period or at all; and (7) the
risks described in Enzymotec’s filings with the SEC may be
realized. For more details, please refer to Enzymotec’s filings
with U.S. Securities and Exchange Commission (the “SEC”), including
its Annual Report on Form 20-F for the year ended December 31,
2016, and its Reports of Foreign Private Issuer on Form 6-K
furnished to the SEC.
Investor Contact
Company:
Enzymotec Ltd.Dror IsraelChief Financial
OfficerPhone: +972-74-7177177ir@enzymotec.com
U.S. Investor Relations:
The Ruth GroupTram Bui / Alexander LoboPhone:
646-536-7035 /
7037tbui@theruthgroup.com alobo@theruthgroup.com
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