WaferGen Bio-systems, Inc. (WGBS) Files An 8-K Submission of Matters to a Vote of Security Holders

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WaferGen Bio-systems, Inc. (WGBS) Files An 8-K Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 15, 2016, the WaferGen Bio-systems, Inc. (the
Company) held a special meeting of its stockholders (the Special
Meeting), having adjourned the Special Meeting on October 26,
2016, for the purpose of soliciting additional proxies to obtain
additional votes in favor of the proposal to adopt the merger
agreement to which the Company would become a wholly owned
subsidiary of Takara Bio USA Holdings, Inc. (Takara Bio USA).
13,500,100 shares of the Companys common stock were present in
person or by proxy at the meeting, representing approximately
71.32% of the 18,927,726 shares of common stock outstanding and
eligible to vote. The certified results of the matters voted upon
at the meeting, which are more fully described in the proxy
statement for the Special Meeting filed with the Securities and
Exchange Commission on September 15, 2016 (the Proxy Statement),
are as follows:
1.
The stockholders approved the merger agreement to which the
Company would become a wholly owned subsidiary of Takara
Bio USA:
For
Against
Abstain
Votes
11,312,024
2,129,018
59,058
% of Votes Cast
83.79
%
15.77
%
0.44
%
% of Outstanding Shares
59.76
%
11.25
%
0.31
%
2.
The stockholders approved, on a non-binding advisory basis,
the compensation that may be paid or become payable to the
Companys named executive officers in connection with the
merger, with votes cast as follows:
For
Against
Abstain
Votes
6,516,653
5,972,029
1,011,418
% of Votes Cast
48.27
%
44.24
%
7.49
%
3.
The stockholders approved certain payments to the
non-employee members of the Companys board of directors and
to the non-employee members of the strategic committee of
the Companys board of directors that was formed in November
2015 to consider and evaluate strategic opportunities and
alternatives for the Company, with votes cast as follows:
For
Against
Abstain
Votes
6,321,136
6,071,723
1,107,241
% of Votes Cast
46.82
%
44.98
%
8.20
%
In connection with the Special Meeting, the Company also
solicited proxies with respect to the adjournment of the Special
Meeting to a later date or time, if necessary or appropriate, to
solicit additional proxies to approve Proposals 1, 2 and 3. As
there were sufficient votes at the time of the Special Meeting to
approve Proposals 1, 2 and 3, the adjournment or postponement of
the Special Meeting to solicit additional proxies for such
purpose was unnecessary and such proposal was not submitted to
the Companys stockholders for approval at the Special Meeting.
Upon the completion of the merger, which is subject to the
conditions set forth in the merger agreement, the Companys
outstanding equity securities will be automatically converted
into the right to receive a cash payment, as further described in
the Proxy Statement.
8.01. Other Events.
On November 15, 2016, the Company issued a press release
announcing the results of the Special Meeting. A copy of the
press release is attached as Exhibit 99.1 to this Form 8-K and is
incorporated herein by reference.
9.01. Financial Statements and Exhibits.
The exhibit required to be filed as a part of this Form 8-K is
listed in the Exhibit Index attached hereto and incorporated
herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K and press release filed as an
exhibit hereto contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended, that are intended to be covered by the safe harbor
created by those sections. Forward-looking statements, which are
based on certain assumptions and describe our future plans,
strategies and expectations, can generally be identified by the
use of forward-looking terms such as believe, expect, may, will,
should, could, seek, intend, plan, estimate, anticipate or other
comparable terms. Forward-looking statements in this Current
Report on Form 8-K and press release filed as an exhibit hereto
may address the following subjects among others: the holding of
the special meeting, statements regarding the anticipated closing
of the Takara Bio merger agreement, sufficiency of our capital
resources, expected operating losses, expected revenues, expected
expenses, expected cash usage, our expectations regarding our
development of future products including single cell analysis
technologies and our expectations concerning our competitive
position and business strategy. Forward-looking statements
involve inherent risks and uncertainties which could cause actual
results to differ materially from those in the forward-looking
statements, as a result of various factors including those risks
and uncertainties described in the proxy statement for the
special meeting as well as in the Risk Factors and in Managements
Discussion and Analysis of Financial Condition and Results of
Operations sections of our most recently filed Annual Report on
Form 10-K and any subsequently filed Quarterly Reports on Form
10-Q. We urge you to consider those risks and uncertainties in
evaluating our forward-looking statements. We caution readers not
to place undue reliance upon any such forward-looking statements,
which speak only as of the date made. Except as otherwise
required by the federal securities laws, we disclaim any
obligation or undertaking to publicly release any updates or
revisions to any forward-looking statement contained herein (or
elsewhere) to reflect any change in our expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.


About WaferGen Bio-systems, Inc. (WGBS)