CynergisTek Inc. Stockholders Approve Merger Agreement
31 Août 2022 - 10:50PM
Business Wire
CynergisTek, Inc. (NYSE American: CTEK), (“CynergisTek”), a
leading cybersecurity, privacy, compliance, and IT audit firm
helping organizations in highly regulated industries navigate
emerging security and privacy issues, today announced that its
stockholders have voted to approve the previously announced merger
agreement dated May 23, 2022 (“Merger Agreement”) with Clearwater
Compliance LLC (“Clearwater”), a healthcare focused cybersecurity,
compliance, and risk management solutions firm, and approval of the
proposed merger contemplated by the Merger Agreement in an all cash
transaction that values CynergisTek at approximately $17.7 million
(the “Merger”).
CynergisTek today held its virtual special meeting of
stockholders (the “Special Meeting”) to vote on, among other
things, the Merger Agreement and proposed Merger with a subsidiary
of Clearwater.
The first proposal, to adopt the Merger Agreement and approve
the Merger, was approved by the affirmative vote of a majority of
the outstanding shares of CynergisTek common stock entitled to vote
thereon.
The second proposal, which was a non-binding, advisory proposal
to approve compensation that will or may become payable by
CynergisTek to its named executive officers in connection with the
Merger, was approved by the affirmative vote of the holders of a
majority of the shares of CynergisTek common stock entitled to vote
thereon and virtually present in person by remote communication, or
represented by proxy.
Under the terms of the Merger Agreement, Clearwater will acquire
all of CynergisTek’s common stock for $1.25 per share in cash. The
parties expect the transaction to close on September 1, 2022. Upon
completion of the transaction, CynergisTek’s shares will no longer
trade on the NYSE American Stock Market, and CynergisTek will
become a private company.
Full results of the vote will be reported on a Form 8-K that
CynergisTek will file with the U.S. Securities and Exchange
Commission (the “SEC”). References herein to terms of the Merger
Agreement are subject to, and are qualified by reference to, the
full terms of the Merger Agreement, which CynergisTek filed with
the SEC on Form 8-K on May 23, 2022.
Advisors
American Growth Capital is acting as financial advisor to
CynergisTek, with Kirton McConkie PC acting as CynergisTek’s legal
counsel.
About CynergisTek, Inc.
CynergisTek is a top-ranked cybersecurity consulting firm
helping organizations in highly-regulated industries, including
those in healthcare, government, and finance navigate emerging
security and privacy issues. CynergisTek combines intelligence,
expertise, and a distinct methodology to validate a company's
security posture and ensure the team is rehearsed, prepared, and
resilient against threats. Since 2004, CynergisTek has been
dedicated to hiring and retaining experts who bring real-life
experience and hold advanced certifications to support and educate
the industry by contributing to relevant industry associations. For
more information, visit www.cynergistek.com follow us on Twitter or
LinkedIn.
Cautionary Note Regarding Forward Looking Statements
This release contains certain forward-looking statements
relating to the business of CynergisTek. These forward-looking
statements are within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”) and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and can be identified by the use of forward-looking
terminology such as “believes,” “expects,” “anticipates,” “would,”
“could,” “intends,” “may,” “will,” or similar expressions. Such
forward-looking statements involve known and unknown risks and
uncertainties, including but not limited to uncertainties relating
to product/services development; long and uncertain sales cycles;
the ability to obtain or maintain proprietary intellectual property
protection; future capital requirements; competition from other
providers; the ability of the Company’s vendors to continue
supplying the Company with supplies and services at comparable
terms and prices; the Company’s ability to successfully compete and
introduce enhancements and new features that achieve market
acceptance and that keep pace with technological developments; the
Company’s ability to maintain its brand and reputation and retain
or replace its significant customers; cybersecurity risks and risks
of damage and interruptions of information technology systems; the
Company’s ability to retain key members of management and
successfully integrate new executives; the Company’s ability to
complete acquisitions, strategic investments, entry into new lines
of business, divestitures, mergers or other transactions on
acceptable terms, or at all; potential risks and uncertainties
relating to the existing and ultimate impact of the COVID-19
pandemic, including actions that may be taken by governmental
authorities to contain the COVID-19 outbreak or to treat its
impact, and the potential negative impacts of COVID-19 on the
global economy and financial markets; the general economic impact
of the ongoing war in Ukraine, including the impact of related
sanctions being imposed by the U.S. Government and the governments
of other countries, and the impact of potential reprisals as a
consequence of the war in Ukraine and any related sanctions; and
other factors that may cause actual results to be materially
different from those described herein as anticipated, believed,
estimated or expected. Certain of these risks and uncertainties are
or will be described in greater detail in the Company’s Form 10-K
and Form 10-Q filings with the Securities and Exchange Commission,
which are available at http://www.sec.gov. Given the risks and
uncertainties, readers should not place undue reliance on any
forward-looking statement and should recognize that the statements
are predictions of future results which may not occur as
anticipated. Many of the risks listed above have been, and may
further be, exacerbated by the COVID-19 pandemic, including its
impact on the healthcare industry, or the ongoing war in Ukraine.
Actual results could differ materially from those anticipated in
the forward-looking statements and from historical results, due to
the risks and uncertainties described herein, as well as others not
now anticipated. CynergisTek is under no obligation (and expressly
disclaims any such obligation) to update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20220831005806/en/
CynergisTek Investor Relations Contact: CynergisTek, Inc.
Bryan Flynn (512) 402-8550 x7 InvestorRelations@cynergistek.com
CynergisTek Media Contact: CynergisTek, Inc. Lauren
Frickle (512) 402-8550 x7216 lauren.frickle@cynergistek.com
CynergisTek (AMEX:CTEK)
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