- If Shareholders do not Approve the Merger, Outstanding Ordinary Shares Likely Will Cease to Have Any Value
- This is a New Shareholder Meeting and all Shareholders of Record as of March 20, 2018 Need to Vote Again Regardless of Whether They Voted at the Previous Extraordinary Meeting of Shareholders Held in February 2018
PHILADELPHIA, PA and REHOVOT, ISRAEL / ACCESSWIRE / April 5, 2018 / Rosetta Genomics Ltd. (NASDAQ: ROSG) urges all its shareholders to vote FOR the proposed merger of Rosetta Genomics with a subsidiary of Genoptix, Inc. If the merger is not adopted by the Company's shareholders or if the merger is not consummated for any other reason, the Company's shareholders will not receive any payment for their shares in connection with the merger. In addition, because of the Company's financial condition and continued operating losses, which, among other things, led the Company's board of directors to recommend the merger, we anticipate that we may be required to seek protection from our creditors, or an involuntary petition for bankruptcy may be filed against us in light of our financial condition. In such a case, it is unlikely that the Company's ordinary shares would have any value. The Board of Directors has explored many different strategic alternatives and concluded that this proposed merger with Genoptix is the best option for all Rosetta Genomics stakeholders.
The extraordinary meeting of shareholders to vote on this proposed transaction has been scheduled for April 17, 2018 at 10:00 a.m. Pacific time. Votes must be cast by that time. Shareholders who have not voted or wish to change their vote are encouraged to vote by internet or telephone by following the proxy voting instructions received by mail. Please note that this is a new shareholder meeting and all shareholders of record as of March 20, 2018, need to vote again regardless of whether they voted at the previous extraordinary meeting of shareholders held in February 2018.
If any shareholder has questions or needs assistance in voting, please call Rosetta Genomics' proxy solicitor Georgeson LLC at 888-505-6583. You may be able to vote your shares over the phone by providing your name, address and the number of Rosetta Genomics shares you own.
About Rosetta Genomics
Rosetta is pioneering the field of molecular diagnostics by offering rapid and accurate diagnostic information that enables physicians to make more timely and informed treatment decisions to improve patient care. Rosetta has developed a portfolio of unique diagnostic solutions for oncologists, endocrinologists, cytopathologists and other specialists to help them deliver better care to their patients. RosettaGX Reveal™, a Thyroid microRNA Classifier for classifying indeterminate thyroid nodules, as well as the full RosettaGX® portfolio of cancer testing services are commercially available through the Company's Philadelphia, PA-based CAP-accredited, CLIA-certified lab.
Forward-Looking Statement Disclaimer
Various statements in this release concerning Rosetta's future expectations, plans and prospects containing the words "expect," "believe," "will," "may," "should," "project," "estimate," "anticipated," "scheduled," and like expressions, and the negative thereof, constitute forward-looking statements for the purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. These forward-looking statements represent expectations of Rosetta as of the date of this press release. Subsequent events may cause these expectations to change, and Rosetta disclaims any obligation to update the forward-looking statements in the future except as may otherwise be required by the federal securities laws. Rosetta may not be able to complete the proposed transactions on the terms set forth in the merger agreement or other acceptable terms or at all. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, (2) the failure to obtain the requisite approval of Rosetta's shareholders or the failure to satisfy other closing conditions, (3) risks related to disruption of management's attention from Rosetta's on-going business operations due to the pending transaction, (4) the effect of the announcement of the pending transactions on the ability of Rosetta to retain and hire key personnel, maintain relationships with their customers and suppliers, and maintain their operating results and businesses generally and (5) risks that the actual purchase price per share could differ from our estimate because the actual amount of payments for outstanding debt, convertible debentures, warrant termination payments, professional fees, expenses and other items could differ from Rosetta's assumptions. Further information on potential factors that could affect actual results is included in Rosetta's reports filed with the U.S. Securities and Exchange Commission (the "SEC").
Additional Information and Where to Find It
In connection with the merger, Rosetta has submitted relevant materials to the SEC and other governmental or regulatory authorities, including a proxy statement and form of proxy card. INVESTORS ARE URGED TO READ THESE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT ROSETTA AND THE MERGER. The proxy statement, proxy card and certain other relevant materials and any other documents submitted by Rosetta to the SEC may be obtained free of charge at the SEC's website at http://www.sec.gov. Investors are urged to read the proxy statement and the other relevant materials carefully before making any voting or investment decision with respect to the merger.
Rosetta Genomics Investor Contact:
Ron Kalfus
[email protected]
(949) 587-7522
SOURCE: Rosetta Genomics Ltd.
