Item 5.07 Submission of Matters to the Vote of Securityholders
At October 8, 2021, Intersection ENT, Inc. (âIntersect ENTâ) held a special meeting of its shareholders (the âSpecial Meetingâ) to vote on the three proposals described in detail in Intersect ENT definitive proxy circular (the âproxy statementâ) filed with the United States Securities Commission (the “SEC”) on September 7, 2021 and sent to ENT intersection shareholders on or around that date. As indicated in the proxy statement, at the close of business on
September 3, 2021, date of registration of the extraordinary meeting, there were 33,420,243 shares of Intersect ENT ordinary shares outstanding and eligible to vote at the extraordinary meeting. A total of 25,314,251 shares of Intersect ENT
the common shares, representing approximately 76% of the outstanding voting shares and constituting a quorum, were represented in person (virtually) or by valid proxies at the special meeting.
The final results of the vote for each of the proposals put to the vote of the shareholders at the Special Meeting are as follows:
Proposal 1: Intersect ENT shareholders voted in favor of the adoption of the Agreement and the Merger Plan, dated August 6, 2021, (this agreement, as may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and between
ENT intersection, Medtronic, Inc. (“Parent”), and Kraken Fusion Sub Project, Inc., under which Kraken Fusion Sub Project, Inc. will merge with and in
ENT intersection, with ENT intersection remaining the surviving company and a wholly owned subsidiary of the parent company. The results of the vote are presented in the table below:
For Against Abstained
25,266,304 3,919 44,028
Proposition 2: Intersect ENT the shareholders voted to reject, in an advisory (non-binding) capacity, the indemnities that could be paid or become payable to
Intersect ENT Named Executive Officers that are based on or otherwise relate to the Merger Agreement and the transactions contemplated by the Merger Agreement. The results of the vote are presented in the table below:
For Against Abstained
8,786,172 14,918,856 1,609,223
Proposal 3: Within the framework of the Special Assembly, ENT intersection has also solicited proxies with respect to a proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, in order to solicit additional proxies if there are insufficient votes at the time of the extraordinary meeting to approve the proposal to adopt the merger agreement. Given that there were sufficient votes represented at the time of the extraordinary meeting to approve the proposal to adopt the merger agreement, the proposal to approve one or more adjournments of the extraordinary meeting was moot and was not applicable. has not been presented for approval by Intersect ENT
shareholders at the Special Meeting.
Notes on forward-looking statements
This communication, and any document to which ENT intersection referred to in this communication, contains not only historical information, but also forward-looking statements made in accordance with the protective provisions of the Private Securities Litigation Reform Act of 1995 (the âActâ). These forward-looking statements represent Intersect ENT current expectations or beliefs regarding future events, including, but not limited to, the expected completion and timing of the proposed transaction, the expected benefits and costs of the proposed transaction, management plans and other information relating to the proposed transaction, strategies and objectives of ENT intersection for future transactions and other information relating to the proposed transaction. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “intention”, “foresees”, “should”, “considers”, “contemplates”, ” the future “,” objective, “” potential “,” predict “,” project “,” projection “,” target “,” seek “,” can “,” can “,” could “,” should “,” should â,â assuming âand similar phrases are intended to identify forward-looking statements. We intend that such forward-looking statements be covered by the safe harbor for forward-looking statements provisions contained in the Act. You should read these forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or contemplated in these forward-looking statements. These risks, uncertainties and assumptions include, but are not limited to, (i) the risk that the proposed transaction will not be completed on time or at all, which could have a negative impact on Intersect ENT business and common stock price of ENT intersection, (ii) failure to comply with one of the conditions for the completion of the proposed transaction, including the adoption of the Merger Agreement by the shareholders of ENT intersection and the receipt of certain regulatory approvals, (iii) the occurrence of any event, change or other circumstance or condition that could give rise to
termination of the Merger Agreement, (iv) the effect of announcing or awaiting the proposed transaction on Intersect ENT business relationships, results of operations and affairs in general, (v) the risks that the proposed transaction will disrupt current plans and operations and potential difficulties in retaining employees as a result of the proposed transaction, (vi ) the risks associated with distracting management’s attention from Intersect ENT current commercial operations, (vii) the outcome of any legal proceedings that may be initiated against ENT intersection relating to the Merger Agreement or the proposed transaction, and (viii) unforeseen costs, charges or expenses resulting from the proposed transaction. The risks and uncertainties may be magnified by the COVID-19 pandemic, which has caused significant economic uncertainty. How impacting is the COVID-19 pandemic Intersect ENT businesses, operations and financial results, including the duration and extent of these effects, will depend on many factors, which are unpredictable, including, but not limited to, the duration and spread of the epidemic , its severity, actions to contain the virus or address its impact, and how quickly and to what extent normal economic and operational conditions can resume. Forward-looking statements are not guarantees of future performance, and there are a number of important factors that could cause actual results to differ materially from the results contemplated by such forward-looking statements, including the risks described in Intersect ENT deposits with SECOND, such as its quarterly reports on Form 10-Q and annual reports on Form 10-K. Before-the forward-looking statements are only valid on the date of this communication or on the date of any document incorporated by reference in this document. Unless required by applicable law or regulation, ENT intersection assumes no obligation to update these forward-looking statements, whether as a result of new developments or otherwise.
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