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Stamford, Conn., Feb. 4, 2022 (GLOBE NEWSWIRE) — Independent Holdings (NYSE:Immunohistochemistry) (the “Company” or “IHC”) announced today that its Board of Directors has declared a pro rata dividend on the Company’s common stock, subject to the closing of the merger of Geneve Acquisition Corp., an indirect wholly-owned subsidiary of Geneve Holdings, Inc. (“Geneve Holdings, Inc.”). ”) merged with the Company resulting in the Company becoming an indirect wholly-owned subsidiary of Geneve (the “Merger”). Contingent prorated dividends will be paid in cash to the Company’s stockholders as of February 2022 if the necessary stockholder approvals to complete the merger are received at the Company’s special meeting of stockholders on February 15, 2022 (the “Special Meeting”). Records at close of business on February 15 (the “Record Date”), payable on February 22, 2022 (the “Payment Date”), contingent on the completion of the merger. If the required shareholder approval to complete the merger is not received at the special meeting, the record date will automatically be changed to the date on which the merger is approved at the next special meeting, and the payment date will automatically be changed to a date five business days after the new record date, subject to the merger Depends on completion. The contingent prorated dividend amount per share is expected to be $0.06 per share, but the actual dividend amount will be based on formula (i) December 28, 2021 equal to (x) $0.44 multiplied by (y) the number That is, the number of days between the payment date of the last regular dividend paid by the company and (ii) the closing date of the merger divided by (z) 365.
Because the payment of the dividend is contingent on the closing of the merger, shareholders must continue to hold their common stock at the closing of the merger in order to receive the special dividend.
As stated in the company’s definitive proxy statement filed on January 6, 2022, the merger is subject to approval by holders of a majority of the issued and outstanding shares of the company’s common stock at the close of business. Holders of the majority of the company’s common stock issued and outstanding on January 3, 2022, and at the close of business on January 3, 2022, except for the common stock of Geneve and its wholly-owned subsidiaries or beneficially held by owned by any of Geneve’s affiliates. There is no guarantee that the merger will be completed.
About independent holding companies
Independent holding company (NYSE:Immunohistochemistry), through our current subsidiaries, distributes health insurance, life insurance, under 65 health insurance (including Affordable Care Act plans) and other insurance products…
The full story is available on Benzinga.com
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