GI DYNAMICS, INC. GI Dynamics, Inc. - ASX Announcement
Results of Special Meeting of Stockholders LEXINGTON, Massachusetts, United States and SYDNEY, Australia - 12 November 2014 - GI Dynamics, Inc. (ASX: GID) (GI Dynamics or the Company) held its SpecialMeeting of Stockholders on Monday, 10 November 2014 United States Eastern Standard Time (which was Tuesday, 11 November 2014 Australian Eastern Daylight Time) and, in accordance with ASX Listing Rule 3.13.2, is pleased to announce that each of the resolutions put to stockholders as set forth in the Proxy Statement dated 20 October 2014, were passed.
The information required under Section 251AA of the Corporations Act is attached.
Robert Crane Chief Financial Officer & Company SecretaryAbout GI Dynamics
GI Dynamics, Inc. (ASX: GID) is the developer and marketer of EndoBarrier®, a breakthrough device that represents an entirely new class of non-surgical, non-pharmaceutical therapy for the treatment of type 2 diabetes and/or obesity. EndoBarrier is approved and commercially available in multiple countries outside the U.S. EndoBarrier is not approved for sale in the U.S. and is limited by federal law to investigational use only in the United States. GI Dynamics is conducting a pivotal clinical trial of EndoBarrier in the U.S. for the treatment of patients who have uncontrolled type 2 diabetes and are obese. Founded in 2003, GI Dynamics is headquartered in Lexington, Massachusetts. For more information, please visit www.gidynamics.com.
Forward-Looking Statements
This announcement contains forward-looking statements concerning: our development and commercialization plans; our potential revenues, costs, profitability and financial performance; our ability to obtain reimbursement for our products; our clinical trials, and associated regulatory submissions and approvals; the number and location of commercial centres offering the EndoBarrier®; and our intellectual property position. These forward-looking statements are based on the current estimates and expectations of future events by the management of GI Dynamics, Inc. as of the date of this announcement and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those indicated in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: risks associated with the possibility that clinical trials will not be successful or confirm earlier results; risks associated with obtaining funding from third parties; risks relating to the timing and costs of clinical trials, results of clinical trials, the timing of regulatory submissions, the timing and receipt of regulatory approvals, the timing and amount of other expenses; execution risks; competition; risks related to market acceptance of products; intellectual property risks; and assumptions regarding the size of the available market, benefits of our products, product pricing, timing of product launches, future financial results and other
www.gidynamics.com
US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA 02421 T +1 (781) 357-3300 F +1 (781)357-3301
EUROPEAN OFFICE: Prinzenallee 7, 40549 Dusseldorf, Germany T: +49 211 5239 1572
AUSTRALIAN OFFICE: Level 8, 17-19 Bridge Street, Sydney, NSW 2000 T +61 2 9325 9046
GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN 151 239 388
GI Dynamics, Inc. - ASX Announcement Page 2
factors. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.
Investor Enquiries: Media Enquiries:
United States
Robert Crane, Chief Financial Officer
+1 (781) 357-3250
United States/Europe:
Dan Budwick, Pure Communications Inc.
+1 (973) 271-6085
Australia
David Allen or John Granger, Hawkesbury Partners
Pty Limited
+61 2 9325 9046
Australia:
Angela Ceberano, Flourish PR
+61 3 9092 8445
www.gidynamics.com
US OFFICE & HEADQUARTERS: 25 Hartwell Avenue, Lexington MA 02421 T +1 (781) 357-3300 F +1 (781)357-3301
EUROPEAN OFFICE: Prinzenallee 7, 40549 Dusseldorf, Germany T: +49 211 5239 1572
AUSTRALIAN OFFICE: Level 8, 17-19 Bridge Street, Sydney, NSW 2000 T +61 2 9325 9046
GI Dynamics, Inc., is a corporation incorporated in Delaware, USA, whose stockholders have limited liability. ARBN 151 239 388
GI DYNAMICS, INC. RESULT OF SPECIAL MEETING (ASX REPORT)SPECIAL MEETING OF STOCKHOLDERS Tuesday, 11 November 2014
As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.
Manner in which the securityholder directed the proxy vote (as at proxy close): | Manner in which votes were cast in person or by proxy on a poll (where applicable) | ||||||
Resolution | Votes For | Votes Against | Votes Discretionary | Votes Abstain | For | Against | Abstain** |
1. To approve an amendment to the Company's amended and restated certificate of incorporation and authorize the Company's Board of Directors to effect a reverse stock split of shares of common stock at a ratio of 1:10, such that holders of shares of common stock will receive one (1) share of common stock for every 10 shares of common stock that they hold on the record date and each CHESS Depositary Interest in respect of the Company's shares of common stock will represent an interest in one-fiftieth of a share of common stock, and to proportionately reduce the total number of shares of capital stock that the Company is authorized to issue. | 69,813,664 | 147,960 | 0 | 23,800,382 | 69,813,664 | 147,960 | 23,800,382 |
2. To authorize an adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1. | 69,791,236 | 160,215 | 0 | 23,810,555 | 69,791,236 | 160,215 | 23,810,555 |
** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item
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