EGM Statement
February 25 2009 - 10:27AM
UK Regulatory
TIDMDTK
RNS Number : 8799N
Dmatek Ld
25 February 2009
Dmatek Ltd.
('Dmatek' or the 'Company')
RESOLUTIONS APPROVED BY SHAREHOLDERS
It was announced on 29 December 2008 that the Independent Directors had reached
agreement on the terms of a recommended sale of the Company to an investor group
led by Francisco Partners pursuant to an agreement and plan of merger under the
Israeli Companies Law, 5759 -1999. On 21 January 2009, the Company dispatched a
circular to shareholders containing, inter alia, details of the merger agreement
and notices convening the Extraordinary General Meeting, the Cash Consideration
Shareholders' Meeting and the Equity Consideration Shareholders' Meeting.
The Board is pleased to announce that all of the necessary resolutions have been
duly approved by Shareholders at the Shareholder Meetings today, as set out
below.
At the EGM held earlier today, the Resolutions to approve the Merger and other
ancillary matters were passed by the requisite majority on a poll. The voting of
those Shareholders who cast votes either in person or by proxy at the EGM is
summarised below:
+------------+------------+------------+------------+------------+------------+
|Resolution | Number of | Number of | Total | Percentage | Percentage |
| | Shares | Shares | (excluding | of Shares | of Shares |
| | voted for | voted | withheld | voted for | voted |
| | | against | votes) | | against |
+------------+------------+------------+------------+------------+------------+
| 1 | 12,293,596 | 404,500 | 12,698,096 | 96.81% | 3.19% |
+------------+------------+------------+------------+------------+------------+
| 2 | 12,073,841 | 561,602 | 12,635,443 | 95.56% | 4.44% |
+------------+------------+------------+------------+------------+------------+
| 3 | 12,264,354 | 406,141 | 12,670,495 | 96.79% | 3.21% |
+------------+------------+------------+------------+------------+------------+
| 4 | 12,229,402 | 406,141 | 12,635,543 | 96.79% | 3.21% |
+------------+------------+------------+------------+------------+------------+
| 5 | 12,083,919 | 551,624 | 12,635,543 | 95.63% | 4.37% |
+------------+------------+------------+------------+------------+------------+
| 6 | 12,227,788 | 403,641 | 12,631,429 | 96.80% | 3.20% |
+------------+------------+------------+------------+------------+------------+
At the Cash Consideration Shareholders' Meeting, also held earlier today, the
resolution to approve the Merger was passed by the requisite majority of Cash
Consideration Shareholders on a poll. The voting of those Cash Consideration
Shareholders who cast votes either in person or by proxy at the Cash
Consideration Shareholders' Meeting is summarised below:
+-------------+-----------+------------+------------+------------+------------+
| | Number | Number of | Total |Percentage |Percentage |
| | of | Shares |(excluding | of Shares | of Shares |
| | Shares | voted | withheld | voted for | voted |
| | voted | against | votes) | | against |
| | for | | | | |
+-------------+-----------+------------+------------+------------+------------+
| Resolution |8,607,940 | 400,000 | 9,007,940 | 95.56% | 4.44% |
| 1 | | | | | |
+-------------+-----------+------------+------------+------------+------------+
At the Equity Consideration Shareholders' Meeting, also held earlier today, the
resolution to approve the Merger was passed by the requisite majority of Equity
Consideration Shareholders and Interested Cash Consideration Shareholders on a
poll. The voting of those Equity Consideration Shareholders and Interested Cash
Consideration Shareholders who cast votes either in person or by proxy at the
Equity Consideration Shareholders' Meeting is summarised below:
+------------+------------+------------+------------+------------+------------+
| | Number of | Number of | Total |Percentage |Percentage |
| | Shares | Shares | | of Shares | of Shares |
| | voted for | voted | | voted for | voted |
| | | against | | | against |
+------------+------------+------------+------------+------------+------------+
|Resolution | 2,826,419 | none | 2,826,419 | 100% | 0% |
| 1 | | | | | |
+------------+------------+------------+------------+------------+------------+
Completion of the Merger now remains subject to fulfilment of the other
conditions to the merger and the issuance of the Merger Certificate by the
Israeli Registrar which is expected not less than 30 days from today's date.
A further announcement will be made clarifying the expected timetable in due
course.
Capitalised terms used in this announcement have the same meanings ascribed to
them in the Circular dated 21 January 2009.
Enquiries
Dmatek Ltd.
Idit Mor
Mobile: + 44 (0)7834 126 742 ; +972 54 2555 860
idit@dmatek.com
BDO Stoy Hayward Corporate Finance
Michael Cobb +44 (0) 207 486 5888
This information is provided by RNS
The company news service from the London Stock Exchange
END
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