| 2015-08-21 |
股东大会：
将于2015-09-22召开股东大会
会议内容 ▼▲
- 1.to vote on a proposal to adopt the Transaction Agreement, which we refer to, as may be amended from time to time, as the merger agreement, dated as of March 23, 2015, among Cyberonics, Sorin S.p.A., a joint stock company organized under the laws of Italy and which we refer to as Sorin, Sand Holdco Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of Sorin (and which was subsequently re-registered on April 17, 2015 as Sand Holdco PLC, and then again on June 23, 2015 as LivaNova PLC, a public limited company incorporated under the laws of England and Wales) and which we refer to as Holdco, and Cypher Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco and which we refer to as Merger Sub. Pursuant to the terms of the merger agreement, Sorin will merge with and into Holdco, with Holdco continuing as the surviving company, which we refer to as the Sorin merger. Immediately following the Sorin merger, Merger Sub will merge with and into Cyberonics, with Cyberonics continuing as the surviving company and as a wholly owned subsidiary of Holdco, which we refer to as the Cyberonics merger. We refer to the Sorin merger and the Cyberonics merger together as the mergers. A copy of the merger agreement is included as Annex A-1 to the proxy statement/prospectus of which this notice forms a part;
2.to vote on a proposal to approve any motion to adjourn the Cyberonics special meeting, or any postponement thereof, to another time or place if necessary or appropriate (i) to solicit additional proxies if there are insufficient votes at the time of the Cyberonics special meeting to adopt the merger agreement, (ii) to provide Cyberonics stockholders any supplement or amendment to the proxy statement/prospectus or (iii) to disseminate any other information that is material to Cyberonics stockholders voting at the Cyberonics special meeting, which we refer to as the adjournment proposal;
3.to vote on a proposal to approve, on a non-binding advisory basis, certain compensation arrangements for Cyberonics’ named executive officers in connection with the Cyberonics merger.
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