●
Earnings Feed
Filings
Companies
Insiders
Pricing
Blog
⌘
K
Login
Start Free
Enzymotec Ltd.
·
6-K
Nov 17, 5:24 PM ET
Share
Enzymotec Ltd. 6-K
Loading document...
Share
More
Contents
154
ENZYMOTEC LTD.Sagi 2000 Industrial AreaP.O. Box 6Migdal Ha’Emek 2310001, Israel
ENZYMOTEC LTD. CALLS 2017 ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS FOR APPROVAL OF MERGER AND OTHER MATTERS
Cautionary Note Regarding Forward-Looking Statements
Additional Information and Where to Find It
About Enzymotec Ltd.
PROXY STATEMENT 2017 ANNUAL AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERSTO BE HELD ON DECEMBER 11, 2017
INTRODUCTION
Proposal 1:
Proposal 2:
Proposal 3:
Quorum
Proxies
Required Vote
Proposed Resolutions
ADDITIONAL SOURCES OF INFORMATION
TABLE OF CONTENTS
QUESTIONS AND ANSWERS ABOUT THE 2017 ANNUAL AND EXTRAORDINARY GENERAL MEETING AND THE MERGER
RISK FACTORS
Failure to complete the merger could negatively impact our share price, business, financial condition, results of operations or prospects.
Some of our directors and officers have interests that may be perceived as different from the interests of our shareholders, and these persons may be deemed to have conflicts of interest in recommending to our shareholders to approve the merger.
The fact that there is a merger pending could harm our business and results of operations.
Our obligation to pay a termination fee under certain circumstances and the restrictions on our ability to solicit or engage in negotiations with respect to other acquisition proposals may discourage other transactions that may be favorable to our shareholders.
If the merger is not consummated by March 30, 2018, either we or Frutarom may choose not to proceed with the merger under certain circumstances.
SUMMARY
The Companies
Enzymotec Ltd.
Sagi 2000 Industrial Area, Migdal Ha’Emek 2310001, Israel
Frutarom Ltd.
25 Hashaish St., Haifa, 2629183, Israel
Frutarom Tech Ltd.
c/o Frutarom Ltd. 25 Hashaish St., Haifa, 2629183, Israel
Enzymotec’s Reasons for Approval of the Merger; Recommendation of the Board of Directors
Opinion of Enzymotec’s Financial Advisor
Interests of Certain Persons; Share Ownership of Enzymotec’s Directors and Executive Officers
The Merger Agreement
Structure of the Merger
Merger Consideration
Treatment of Options and Restricted Stock Units Outstanding under our Company Share Plans and Warrants Otherwise Outstanding
The 2017 Annual and Extraordinary General Meeting
Conditions to the Merger
Conditions to Each Party’s Obligations.
Conditions to Frutarom’s and Merger Sub’s Obligations.
Conditions to Enzymotec’s Obligations.
Termination of the Merger Agreement
No Solicitation of Acquisition Proposals
Termination Fees
Expenses
Absence of Appraisal Rights
Regulatory Approvals
Material U.S. Federal and Israeli Income Tax Consequences
CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS
MARKET PRICE AND DIVIDEND DATA
Quarterly Share Information
THE 2017 ANNUAL AND EXTRAORDINARY GENERAL MEETING
General; Date; Time and Place
Purpose of the Shareholder Meeting
Shareholders Entitled to Vote; Record Date
Recommendation of the Board of Directors
Quorum and Voting
Required Vote for the Merger Proposal and Annual Meeting Proposals
Voting Results
Voting of Proxies
Revoking or Changing Your Vote
The Proxy
Share Ownership of Enzymotec Directors and Executive Officers
Solicitation of Proxies
Please do not send in any Enzymotec share certificates with your proxy cards.
Attending the Enzymotec Shareholder Meeting
Contact for Questions and Assistance in Voting
Other Matters
PROPOSAL 1: THE MERGER PROPOSAL THE COMPANIES
Enzymotec Ltd.
Frutarom Ltd.
Frutarom Tech Ltd.
THE MERGER
Background of the Merger
Reasons for Approval of the Merger; Recommendation of the Board of Directors
Recommendation
Opinion of Enzymotec’s Financial Advisor
Selected Public Company Analysis
Selected Precedent Transactions Analysis
Illustrative Discounted Cash Flow Analysis
Miscellaneous
Interests of Certain of Enzymotec’s Executive Officers and Directors in the Merger
No Appraisal Rights
Effects of the Merger on Our Ordinary Shares
Effects of the Merger on Company Share Plans and Warrants
Delisting and Deregistration of Enzymotec’s Ordinary Shares
Procedures for Receiving the Merger Consideration
Material U.S. Federal and Israeli Income Tax Consequences
Material U.S. Federal Income Tax Consequences
Sale of Enzymotec ordinary shares
Passive Foreign Investment Company
Backup Withholding
Material Israeli Tax Consequences
Regulatory Matters
THE MERGER AGREEMENT
Explanatory Note Regarding the Merger Agreement
The Merger
Closing and Effective Time of the Merger
Articles of Association; Directors and Officers
The Merger Consideration and the Conversion of Share Capital
Payment Procedures
Representations and Warranties
Covenants Regarding Conduct of Business by Enzymotec Pending the Merger
Enzymotec Shareholders’ Meeting
No Solicitation
Enzymotec’s Board of Directors Recommendation Change
Efforts to Consummate the Merger
Employee Matters
Directors’ and Officers’ Indemnification and Insurance
Tax Rulings
Certain Other Covenants
Conditions to the Merger
Termination of the Merger Agreement
Termination Fees
Expenses
Specific Performance
Amendment
Governing Law and Jurisdiction
PROPOSAL 2: RE-ELECTION AND ELECTION OF CLASS I DIRECTORS
Background
Classified Board of Directors under Enzymotec’s Articles of Association
Nomination of Current Class I Director for Re-election and Additional Three New Nominees for Initial Election
Suitability of Nominees
Board of Directors Meeting Attendance
Nominee for Re-election as Class I director
Nominees for Initial Election as Class I directors
Proposed Resolutions
Required Vote
Board of Directors Recommendation
PROPOSAL 3: REAPPOINTMENT OF INDEPENDENT, EXTERNAL AUDITORS
Background
Fees Paid to the Auditors
Proposed Resolution
Required Vote
Board of Directors Recommendation
OTHER MATTERS
SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS OF ENZYMOTEC
WHERE YOU CAN FIND MORE INFORMATION
AGREEMENT AND PLAN OF MERGER by and among FRUTAROM LTD. FRUTAROM TECH LTD. and ENZYMOTEC October 28, 2017
TABLE OF CONTENTS
AGREEMENT AND PLAN OF MERGER
W I T N E S S E T H:
ARTICLE I DEFINITIONS & INTERPRETATIONS
ARTICLE II THE MERGER
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
ARTICLE V COVENANTS OF THE COMPANY
ARTICLE VI COVENANTS OF PARENT AND MERGER SUB
ARTICLE VII ADDITIONAL COVENANTS OF ALL PARTIES
ARTICLE VIII. CONDITIONS TO THE MERGER
ARTICLE IX TERMINATION, AMENDMENT AND WAIVER
ARTICLE X GENERAL PROVISIONS
Contents
Share
More