MILESTONE: strona spółki
27.12.2023, 9:06
MMD Milestone Medical acquired via Merger effective December 26, 2023
The Board of Directors of Milestone Medical Inc. (WAR: MMD, “the Company", “the Issuer"), today announced that, effective Tuesday, December 26, 2023 afternoon after the close of business CEST (the “Effective Time”), in a forward triangular merger, it has been merged with and into Milestone Innovations Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Milestone Scientific Inc. (“Parent”), the owner of more than 95% of the outstanding common stock of the Company. As a result of such Merger (the “Merger”), the separate existence of the Company ceased and Merger Sub continued as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent, all in accordance with an Agreement and Plan of Merger among Parent, Merger Sub and the Company (the “Merger Agreement”) and the General Corporation Law of the State of Delaware , USA, the jurisdiction of organization of the Company. A copy of the Merger Agreement is being filed together herewith.
According to the Merger Agreement and Delaware law, at the Effective Time, (a) except for any Dissenters’ Shares (as defined in the Merger Agreement), all outstanding shares of common stock of the Company not held by Parent (each such stockholder, a “Public Stockholder”) were automatically cancelled and extinguished and automatically converted into the right to receive a proportionate share of 784,470.00 Polish Zloty (the “Total Merger Consideration”); and the holders of such shares shall cease to have any rights with respect thereto except the right to receive the applicable Merger Consideration Per Share (defined below) or to receive the appraised value thereof (if such rights are duly perfected); (b) each issued and outstanding share of common stock of the Company owned by Parent were automatically cancelled and extinguished, and no consideration will be paid or payable in respect thereof; and (c) each issued and outstanding share of common stock of Merger Sub will continue to be outstanding as one fully paid and nonassessable share of common stock of the Surviving Corporation, such that immediately following the Effective Time, Parent shall become the sole and exclusive owner of all of the issued and outstanding capital stock of Merger Sub as the Surviving Corporation. The “Merger Consideration Per Share” shall be equal to the quotient of (i) the Total Merger Consideration, divided by (ii) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time and owned by the Public Stockholders. The Company currently has outstanding 366,916 shares of common stock owned by the Public Stockholders and, therefore, the “Merger Consideration Per Share” is 2.14 Polish Zloty per share. In view of the substantial amount owed by the Company to Parent, as set forth in filings of the Company on NewConnect, the Public Stockholders would not receive any distribution if the Company were dissolved and liquidated. The Merger Consideration Per Share is designed to provide the Public Stockholders with more than such distribution amount and also slightly more than the average of the closing prices of the Common Stock on NewConnect during the six months preceding the Effective Time. Prior to or within thirty (30) days after the Effective Time, Parent will appoint a company with an office in Poland to act as paying agent for the Merger (the “Paying Agent”). The Paying Agent will transmit or make available to each Public Stockholder (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of such certificates in exchange for the Merger Consideration Per Share. Parent will deposit with the Paying Agent the amount necessary to make payment to the Public Stockholders upon surrender to the Paying Agent of a certificate representing shares of Common Stock of the Company for cancellation, together with such documents as may be reasonably requested by Parent. The Merger Agreement is attached to this report as Exhibit A and incorporated herein by reference. The foregoing description of the Merger Agreement and the transactions contemplated and effected thereby is not complete and is qualified in its entirety by the contents of the actual Merger Agreement. This notice is also being sent to inform you of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby by the written consent of the stockholders holding a majority of the outstanding stock of the Company and entitled to vote on the Merger in accordance with the Delaware General Corporation Law (the "DGCL"). This notice is being sent pursuant to, and shall constitute notice under, Section 228(e) of the DGCL, to each stockholder from whom the Company has not received written consent for such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take such action were delivered to the Company as provided in Section 228(e) of the DGCL.
According to the Merger Agreement and Delaware law, at the Effective Time, (a) except for any Dissenters’ Shares (as defined in the Merger Agreement), all outstanding shares of common stock of the Company not held by Parent (each such stockholder, a “Public Stockholder”) were automatically cancelled and extinguished and automatically converted into the right to receive a proportionate share of 784,470.00 Polish Zloty (the “Total Merger Consideration”); and the holders of such shares shall cease to have any rights with respect thereto except the right to receive the applicable Merger Consideration Per Share (defined below) or to receive the appraised value thereof (if such rights are duly perfected); (b) each issued and outstanding share of common stock of the Company owned by Parent were automatically cancelled and extinguished, and no consideration will be paid or payable in respect thereof; and (c) each issued and outstanding share of common stock of Merger Sub will continue to be outstanding as one fully paid and nonassessable share of common stock of the Surviving Corporation, such that immediately following the Effective Time, Parent shall become the sole and exclusive owner of all of the issued and outstanding capital stock of Merger Sub as the Surviving Corporation. The “Merger Consideration Per Share” shall be equal to the quotient of (i) the Total Merger Consideration, divided by (ii) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time and owned by the Public Stockholders. The Company currently has outstanding 366,916 shares of common stock owned by the Public Stockholders and, therefore, the “Merger Consideration Per Share” is 2.14 Polish Zloty per share. In view of the substantial amount owed by the Company to Parent, as set forth in filings of the Company on NewConnect, the Public Stockholders would not receive any distribution if the Company were dissolved and liquidated. The Merger Consideration Per Share is designed to provide the Public Stockholders with more than such distribution amount and also slightly more than the average of the closing prices of the Common Stock on NewConnect during the six months preceding the Effective Time. Prior to or within thirty (30) days after the Effective Time, Parent will appoint a company with an office in Poland to act as paying agent for the Merger (the “Paying Agent”). The Paying Agent will transmit or make available to each Public Stockholder (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of such certificates in exchange for the Merger Consideration Per Share. Parent will deposit with the Paying Agent the amount necessary to make payment to the Public Stockholders upon surrender to the Paying Agent of a certificate representing shares of Common Stock of the Company for cancellation, together with such documents as may be reasonably requested by Parent. The Merger Agreement is attached to this report as Exhibit A and incorporated herein by reference. The foregoing description of the Merger Agreement and the transactions contemplated and effected thereby is not complete and is qualified in its entirety by the contents of the actual Merger Agreement. This notice is also being sent to inform you of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby by the written consent of the stockholders holding a majority of the outstanding stock of the Company and entitled to vote on the Merger in accordance with the Delaware General Corporation Law (the "DGCL"). This notice is being sent pursuant to, and shall constitute notice under, Section 228(e) of the DGCL, to each stockholder from whom the Company has not received written consent for such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of stockholders to take such action were delivered to the Company as provided in Section 228(e) of the DGCL.