CHEK - Notice of Extraordinary General Meeting of Shareholders | Benzinga
ISFIYA, Israel, Oct. 31, 2023 (GLOBE NEWSWIRE) -- Check-Cap Ltd. (the "Company" or "Check-Cap") (NASDAQ:CHEK), today issued the following letter from its Board of Directors to its shareholders and to the investment community:
Dear Shareholder:
We cordially invite you to attend an Extraordinary General Meeting of Shareholders (the "Meeting") of Check-Cap Ltd. ("Check-Cap," the "Company," "we," "us" or "our") to be held on Monday, December 4, 2023 at 2:00 p.m. (Israel time) at the offices of Check-Cap's Israeli legal counsel, FISCHER (FBC & Co.), located at 146 Menachem Begin Rd., Tel Aviv 6492103, Israel.
At the Meeting, you will be asked to consider and vote on:
- a proposal to approve, pursuant to Section 320 of the Israeli Companies Law 5759-1999 (the "Companies Law"), the merger of Capstone Merger Ltd., an Israeli company ("Israeli Merger Sub") and a wholly-owned subsidiary of Capstone Dental Pubco, Inc., a Delaware corporation ("New Parent") with and into Check-Cap, with Check-Cap surviving and becoming a wholly-owned subsidiary of New Parent, including approval of: (x) the Business Combination Agreement, dated as of August 16, 2023, by and among New Parent, Keystone Dental Holdings, Inc., a Delaware corporation ("Keystone"), Check-Cap, U.S. Merger Sub (as defined below) and Israeli Merger Sub (the "Business Combination Agreement"), pursuant to which, Capstone Merger Sub Corp., a Delaware corporation ("U.S. Merger Sub", and, together with Israeli Merger Sub, the "Merger Subs"), and wholly-owned subsidiary of New Parent, will merge (the "U.S. Merger") with and into Keystone, with Keystone surviving as a wholly-owned subsidiary of New Parent, and Israeli Merger Sub will merge (the "Israeli Merger," and collectively with the U.S. Merger and the other transactions described in the Business Combination Agreement, the "Business Combination") with and into Check-Cap, with Check-Cap surviving (which we refer to for the periods at and after the effective time of the Israeli Merger as the "Israeli Surviving Company"), and each of U.S. Merger Sub and Israeli Merger Sub will cease to exist, and (y) all other transactions and arrangements to which Check-Cap is a party contemplated by the Business Combination Agreement, a copy of which is attached as Annex A to the prospectus filed by New Parent with the U.S. Securities and Exchange Commission as part of a registration statement on Form S-4 on October 26, 2023, in connection with the transactions contemplated under the Business Combination Agreement, which will be furnished to you together with the Proxy Statement to be delivered in connection with the Meeting (we refer to this proposal collectively as the "Business Combination Proposal"). . If the Israeli Merger is completed, you will be entitled to receive one share of common stock, par value $0.01 per share, of New Parent (which we refer to as Parent Common Stock) in exchange for each ordinary share, par value NIS 48.00 per share, of Check-Cap (which we refer to as an Ordinary Share) that you hold as of immediately prior to the effective time of the Israeli Merger; and
- a proposal to elect five directors as members of the Company's board of directors (the "Check-Cap Board") out of the following ten director nominees proposed for election at the Meeting, each to serve until our next annual general meeting of shareholders and until their respective successors are duly elected and qualified: Steven Hanley, Clara Ezed, Dr. Mary Jo Gorman, XiangQian (XQ) Lin, Yuval Yanai (collectively, the "Company Director Nominees"), Idan Ben Shitrit, Avital Shafran, Jordan Lipton, William Vozzolo and Lilian Malczewski (collectively, the "Shareholder Director Nominees" and together with the Company Director Nominees, the "Director Nominees") (we refer to this proposal collectively as the "Director Election Proposal").
We are currently not aware of any other matters that will come before the Meeting. If any other matters are presented properly at the Meeting, the persons designated as proxies intend to vote upon such matters in accordance with their best judgment.
Only shareholders of record at the close of business on November 6, 2023, are entitled to notice of and to vote at the Meeting or at any adjournment thereof. You can vote either by mailing in your proxy, by Internet , or in person by attending the Meeting. Proxies must be received by our transfer agent or at our registered office in Israel no later than forty-eight (48) hours prior to the designated time for the Meeting. Proxies received by our transfer agent or at our registered office in Israel during the forty-eight (48) hours preceding the designated time for the Meeting will be presented to the Chairman of the Meeting and, at his discretion, may be voted as specified in the instructions included in such proxies. If you attend the Meeting, you may vote in person and your proxy will not be used. If you hold ordinary shares through a bank, broker or other nominee (i.e., in "street name") which is one of our shareholders of record at the close of business on the record date, or which appears in the participant listing of a securities depository on that date, you must follow the instructions included in the voting instruction form you receive from your bank, broker or nominee, and may also be able to submit voting instructions ...