Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger to
On
The Redomicile Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, ALR Delaware will merge with and into the Company (the "Redomicile Merger"), and the Company will be the surviving entity and a wholly-owned subsidiary of ALR Singapore. ALR Delaware will cease to exist. At the closing of the Redomicile Merger, the stockholders of the Company will exchange their shares of common stock, and any options or warrants to purchase shares of common stock which they might hold, on a one-for-one basis, for ordinary shares ("ALR Singapore Ordinary Shares") and options or warrants to subscribe for ALR Singapore Ordinary Shares, as applicable.
In order to facilitate the Redomicile Merger and to comply with
At the effective time of the Redomicile Merger (the "Effective Time") ALR
Singapore, together with the Company as its subsidiary, will own and continue to
conduct the Company's business in substantially the same manner as is currently
being conducted by the Company and its subsidiaries. Accordingly, for holders of
Company common stock, much will remain unchanged following the Redomicile
Merger. There will be some differences in stockholder rights, given the
differences between the laws of
The Redomicile Merger Agreement contains customary closing conditions, including, among others, approval of the Redomicile Merger by the Company's stockholders, the effectiveness of the registration statement on Form F-4 to be filed by ALR Singapore related to the Redomicile Merger, and receipt of required regulatory approvals. The consent of the holders of a majority of the outstanding shares of the Company's common stock entitled to vote is required to approve and adopt the Redomicile Merger Agreement. The Board of Directors of the Company believes that the Redomicile Merger is advisable and in the best interests of the Company and its stockholders.
Pursuant to the Redomicile Merger Agreement, the Board of Directors of the Company may exercise its discretion to terminate the agreement, and therefore abandon the Redomicile Merger, at any time prior to the Effective Time, including after the adoption of the Redomicile Merger Agreement by the Company's stockholders.
The consolidated assets and liabilities of ALR Singapore and the Company, as its
wholly-owned subsidiary, immediately after the Redomicile Merger and at the
Effective Time, will be identical to the assets and liabilities of the Company
immediately prior to the Redomicile Merger. The officers and directors of the
Company immediately before the Redomicile Merger becomes effective will also
serve as officers and directors of ALR Singapore at the Effective Time. In
addition, pursuant to
The Redomicile Merger Agreement has been approved by the Boards of Directors of each of the Company, ALR Singapore, and ALR Delaware. Subject to the required approval of the Company's stockholders, requisite regulatory approvals, the effectiveness of the registration statement on Form F-4 to be filed by ALR Singapore related to the Redomicile Merger, and other customary closing conditions, the Redomicile Merger is expected to be completed during the third quarter of 2022.
The foregoing summary of the Redomicile Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Redomicile Merger Agreement, which is attached hereto as Exhibit 2.1, and is incorporated herein by reference.
Additional information about the Redomicile Merger and where to find it: In
connection with the proposed Redomicile Merger, ALR Singapore intends to file
with the
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval.
Stockholders of the Company are urged to read the registration statement on Form
F-4 and the prospectus/information statement included within the registration
statement, and any other relevant documents to be filed with the
Item 7.01. Regulation FD Disclosure.
On
Caution Concerning Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the "Safe Harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are those that describe future
outcomes or expectations that are usually identified by words such as "will,"
"should," "could," "plan," "intend," "expect," "continue," "forecast,"
"believe," and "anticipate" and include, for example, any statement made
regarding the Company's future plans. Actual results may differ materially as a
result of various risks and uncertainties, including circumstances or
developments that may make the Company unable to implement or realize the
anticipated benefits, or that may increase the costs, of its current business
initiatives, and those other risks and uncertainties expressed in the cautionary
statements and risk factors in the Company's annual report on Form 10-K and
other filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Number Description 2.1 Agreement and Plan of Merger and Reorganization datedMay 17, 2022 by and among ALR Singapore, ALR Delaware, and the Company 99.1 Press Release datedMay 20, 2022
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