Item 8.01 Other Events.
Postponement of 2020 Annual Meeting of Shareholders
The 2020 annual meeting of shareholders of Majesco, originally scheduled for
Important Note Regarding Dissenters' Rights and the Timing of Payment of Merger Consideration
Shares of Majesco common stock whose holders have not "CONSENTED TO" the Merger could become Excluded Shares (as defined in the Merger Agreement) if their holders properly exercise dissenters' rights under Chapter 13 of the California General Corporation Law ("CGCL"). Therefore, following the effective time of the Merger, (A) a holder of record of shares (including a holder of record through book entry) of Majesco common stock will not receive the Merger Consideration (as defined in the Merger Agreement) pursuant to the Merger Agreement until promptly following the earlier of (i) Majesco's receipt of a written "CONSENT TO" the Merger proposal from the holder of such shares at the record date or (ii) the expiration of the 30-day period for written demand of dissenters' rights assuming such holder did not properly exercise dissenters' rights during such period and (B) a person holding a beneficial interest in shares held of record in the name of another person, such as a broker or nominee (commonly referred to as "street name" for shares held through a brokerage account) will not receive the Merger Consideration until promptly following the expiration of the 30-day period for written demand of dissenters' rights assuming such holder did not follow the procedures of the holder of record in a timely manner in order to perfect such person's dissenters' rights during such period.
If a shareholder properly exercises dissenters' rights under Chapter 13 of the CGCL during such 30-day period, then such shareholder will not receive the Merger Consideration for such shareholder's Excluded Shares so long as their status as such is maintained; such shareholder would instead receive the "fair market value" of the Excluded Shares in accordance with Chapter 13 of the CGC.
On or about
Cautionary Language Concerning Forward-Looking Statements
This report contains forward-looking statements within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act. These
forward-looking statements are made on the basis of the current beliefs,
expectations and assumptions of management, are not guarantees of performance
and are subject to significant risks and uncertainty. These forward-looking
statements should, therefore, be considered in light of various important
factors, including those set forth in Majesco's reports that it files from time
to time with the
Important factors that could cause actual results to differ materially from those described in forward-looking statements contained in this report include, but are not limited to: the incurrence of unexpected costs, liabilities or delays relating to the Merger; and the failure to satisfy the conditions to the Merger.
These forward-looking statements should not be relied upon as predictions of future events and Majesco cannot assure you that the events or circumstances discussed or reflected in these statements will be achieved or will occur. If such forward-looking statements prove to be inaccurate, the inaccuracy may be material. You should not regard these statements as a representation or warranty by Majesco or any other person that Majesco will achieve its objectives and plans in any specified timeframe, or at all. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Majesco disclaims any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.
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