AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. (NASDAQ:AHPA) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders
On December10, 2018, Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“AHPAC” or the “Company”) held an Extraordinary General Meeting of Shareholders (the “EGM”), whereby, holders of an aggregate of 5,812,500 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 50% of the ordinary shares outstanding and entitled to vote as of the record date of November13, 2018, were represented in person or by proxy.
The shareholders of the Company voted on the following items at the EGM.
1. Proposal No.1—The Business Combination Proposal—To approve and adopt the Agreement and Plan of Merger, dated August17, 2018, (as it may be amended from time to time, the “Merger Agreement”), by and among AHPAC, Avista Healthcare Merger Sub,Inc., AHPAC’s direct wholly owned subsidiary (“Merger Sub”) and Organogenesis Inc., a Delaware corporation (“Organogenesis”), and the transactions contemplated thereby, including the merger of Merger Sub with and into Organogenesis, with Organogenesis surviving the merger (the “merger”), which we refer to as the “Business Combination Proposal”;
2. Proposal No.2—The Domestication Proposal—To approve by special resolution, assuming the Business Combination Proposal is approved and adopted, the change of AHPAC’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “domestication,” and together with the merger, the “business combination”), which we refer to as the “Domestication Proposal”;
The Charter Proposals—To approve by special resolution, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the following material differences between AHPAC’s existing amended and restated memorandum and articles of association and the proposed new certificate of incorporation and bylaws of AHPAC (which will be “Organogenesis Holdings Inc.” after consummation of the domestication and which is referred to herein as “ORGO” following the domestication) the “proposed certificate” and the “proposed bylaws”, respectively.
3. Proposal No.3—To amend AHPAC’s existing organizational documents to authorize that directors may only be removed for cause;
4. Proposal No.4—To amend AHPAC’s existing organizational documents to authorize that only the Board of Directors of ORGO, a chairperson of the board of directors or chief executive officer may call a meeting of stockholders;
5. Proposal No.5—To amend AHPAC’s existing organizational documents to authorize removal of the ability of stockholders to take action by written consent in lieu of a meeting;
6. Proposal No.6—To amend AHPAC’s existing organizational documents to require the affirmative vote of holders of a majority of the voting power of ORGO’s then issued and outstanding shares of stock entitled to vote thereon to amend the proposed certificate;
7. Proposal No.7—To amend AHPAC’s existing organizational documents to authorize the adoption of Delaware as the exclusive forum for certain stockholder litigation;
8. Proposal No.8—To amend AHPAC’s existing organizational documents to authorize ORGO to permit the sponsor of AHPAC and the PIPE Investors (as defined in the Company’s registration statement on Form S-4 (File No. 333-227090) filed with the Securities and Exchange Commission on November 29, 2018, the “S-4”) and their respective affiliates (the “ORGO Sponsors”) to engage in competitive businesses and renounce certain corporate opportunities offered to the ORGO Sponsors or any of their managers, officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than ORGO and its subsidiaries) that are not expressly offered to them in their capacities as directors or officers of ORGO;
