ViXS Systems Inc., a pioneer and leader in advanced media processing solutions, is pleased to announce the results of its 2017 Annual and Special Meeting of shareholders (the “Meeting”) held in Toronto, Ontario today.
At the Meeting, ViXS shareholders approved the proposed acquisition by Pixelworks, Inc. of all of ViXS’ outstanding common shares pursuant to an arrangement agreement (the “Arrangement Agreement”) dated May 18, 2017 (the “Arrangement”) between ViXS and Pixelworks, as set forth in the Management Information Circular dated June 26, 2017 (the “Circular”) prepared for the Meeting. The resolution approving the Arrangement required the approval of 66 and 2/3% of the votes cast by ViXS shareholders present in person or represented by proxy. 98.66% of the votes cast at the Meeting voted in favour of the Arrangement.
Completion of the Arrangement is conditional upon, among other things, obtaining the final order of the Ontario Superior Court of Justice (Commercial List) (“Final Order”) and satisfaction or waiver of other required conditions, including obtaining certain third-party consents. The hearing to seek the Final Order approving the Arrangement will be held at 9:30 a.m. on July 31, 2017 at 330 University Avenue, Toronto, Ontario. Subject to obtaining the Final Order, as well as the satisfaction of all other conditions precedent, as set out in the Circular, it is anticipated that the Arrangement will be completed in early August of 2017.
Additional Meeting Results
All director nominees listed in the Circular were elected as directors of ViXS.
The detailed results of the voting at the Meeting were as follows:
---------------------------------------------------------------------------- Percentage of Director Vote type Number of Votes Votes ---------------------------------------------------------------------------- Sohail Khan For 52,909,964 96.29% Withheld 2,039,040 3.71% ---------------------------------------------------------------------------- Peter Currie For 52,839,303 96.16% Withheld 2,109,701 3.84% ---------------------------------------------------------------------------- Tom Hearne For 52,911,869 96.29% Withheld 2,037,135 3.71% ---------------------------------------------------------------------------- Andrew Olson For 52,839,398 96.16% Withheld 2,109,606 3.84% ---------------------------------------------------------------------------- Philip Deck For 53,117,869 96.67% Withheld 1,831,135 3.33% ---------------------------------------------------------------------------- Fred Shlapak For 53,116,464 96.67% Withheld 1,832,540 3.33% ----------------------------------------------------------------------------
In addition, at the Meeting, ViXS shareholders reappointed Ernst & Young LLP as auditors of ViXS, and reapproved ViXS’long-term incentive plan, as is required every three years by the TSX.
The formal report on voting results with respect to all matters voted upon at the Meeting will be filed on SEDAR at www.sedar.com.
