AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. (NASDAQ:AHPA) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement
On October4, 2018, in connection with its Extraordinary General Meeting of Shareholders held on October4, 2018 (the “EGM”), Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“AHPAC” or the “Company”) and Continental Stock Transfer& Trust Company (the “Trustee”) entered into Amendment No.1 (the “Trust Amendment”) to the Investment Management Trust Agreement, dated as of October10, 2016, to extend the date on which the Trustee must liquidate the trust account established in connection with the Company’s initial public offering if the Company has not completed its initial business combination, from October14, 2018 to February15, 2019. A copy of the Trust Amendment is attached to this Current Report on Form8-K as Exhibit10.1 and incorporated herein by reference.
Item 9.01 Submission of Matters to a Vote of Security Holders
At the EGM, which was held on October4, 2018, holders of an aggregate of 35,919,455 ClassA ordinary shares of the Company, par value $0.0001 per share and ClassB ordinary shares of the Company, par value $0.0001 per share (together, the “ordinary shares”), which represents 97.57% of the ordinary shares outstanding and entitled to vote as of the record date of September12, 2018, were represented in person or by proxy.
At the EGM, the following were submitted to and approved by the holders of our ordinary shares.
1. The Extension Amendment Proposal — the voting results of a proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from October14, 2018 to February15, 2019 are set forth below:
For |
Against |
Abstain |
BrokerNon-Votes |
30,179,230 |
3,302,225 |
2,438,000 |
N/A |
The proposal was approved, having received “for” votes from holders of at least two thirds of the ordinary shares represented in person or by proxy and entitled to vote thereon at the EGM (voting together as a single class).
In connection with this vote, the holders of 30,798,019 ClassA ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.20 per share, for an aggregate redemption amount of approximately $314,258,591.61, in connection with the extension.
2. The Trust Amendment Proposal — the voting results of a proposal to amend the Company’s Investment Management Trust Agreement, dated as of October10, 2016, by and between AHPAC and Continental Stock Transfer& Trust Company, to extend the date on which to commence liquidating the trust account established in connection with the Company’s initial public offering in the event the Company has not consummated a business combination prior to October14, 2018, from October14, 2018 to February15, 2019 are set forth below:
For |
Against |
Abstain |
BrokerNon-Votes |
30,179,230 |
3,302,225 |
2,438,000 |
N/A |
The proposal was approved, having received “for” votes from holders of more than sixty five percent (65%) of the issued and outstanding ordinary shares.
The approval of the Extension Amendment will provide an opportunity for the Company’s shareholders to evaluate the Company’s proposed business combination with Organogenesis Inc., a Delaware corporation (“Organogenesis”). In connection with the proposed business combination, the Company, Organogenesis and Avista Healthcare Merger Sub,Inc., a Delaware corporation and a direct wholly owned subsidiary of AHPAC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) on August17, 2018, as reported on AHPAC’s Current Report on Form8-K filed with the SEC on August17, 2018.