Clearday, an innovative leader in delivering high-quality, non-acute, longevity care services that enable seniors to age in place, announced its support for the decision by Superconductor Technologies (STI) to update the record and meeting dates related to the previously announced definitive merger between the parties.
By moving the record date for its stockholders meeting to July 13, 2021, and moving its stockholder meeting to August 10, 2021, Superconductor is providing stockholders who have purchased shares since the original stockholder record date of June 4, 2021, with the opportunity to vote on the proposed merger at this important meeting.
“We look forward to welcoming Superconductor stockholders as Clearday stockholders and believe these actions will encourage fuller stockholder participation and a more representative vote on the proposed merger transaction,” said Jim Walesa, Clearday’s President and CEO.
Clearday also voiced its support for clarifications Superconductor announced about the aggregate effect of the previously disclosed Reverse Stock Split Proposal offset by the issuance of “true-up shares” to the stockholders of Superconductor as of the closing of the merger. Upon the closing of the merger, each STI stockholder (other than dissenting shares) will hold, immediately after the merger, not less than approximately 46% of the number of common stock shares that stockholder owned immediately before the merger. For example, if a STI stockholder currently has 500 shares as of the closing of the merger, that stockholder will own no less than 232 shares immediately after the merger is closed. In the aggregate, the stockholders of STI will own approximately 3.6% of the total shares of the combined company, on a fully diluted basis as determined by the merger agreement, as of immediately after the merger has closed.
“We endorse enabling the issuance of true-up shares by negating certain terms of the merger agreement,” said Walesa. “We believe this limits the negative effect of the reverse stock split upon Superconductor stockholders.”
As a result of these actions, STI stockholders who have already cast their ballot regarding the merger will be required to recast their ballot by the August 10, 2021, stockholder meeting date.
“Clearday appreciates the support of the proposed merger by the Superconductor stockholders who have already cast their ballot,” said Walesa. “Every stockholder of record as of the new record date will now have the opportunity to support the merger and will be required to vote upon the transactions in the proxy, even if they have previously submitted a vote.”
About Clearday, Inc.
Clearday is an innovative non-acute longevity health care services company with a modern, hopeful vision for making high quality care options more accessible, affordable, and empowering for older Americans and those who love and care for them. Clearday has decade-long experience in non-acute longevity care through our subsidiary Memory Care America, which operates highly rated residential memory care communities in four U.S. states. Clearday at Home – our digital service – brings Clearday to the intersection of telehealth, Software-as-a-Service (SaaS), and subscription-based content.
Learn more about Clearday at www.myclearday.com.
Learn more about Clearday at Home at www.cleardayathome.com.
Clearday and Superconductor Technologies Inc. (OTCQB: SCON) are parties to an agreement and plan of merger that provide, among other matters, for the Clearday stockholders to acquire Superconductor Technologies, Inc., including its cryogenic products and related patent portfolio which Clearday has begun to use to develop innovative air quality systems. Additional information is available through the definitive proxy statement on file with the SEC.
This communication is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to purchase any securities of the Clearday or SCON.
This communication and information made available on Clearday’s website is not a part of any disclosure made or to be made by the Company and are not part of any filings with the U.S. Securities and Exchange Commission.
For assistance with voting your shares, please contact Superconductor’s proxy solicitation advisors Advantage Proxy, Inc. toll free at 1-877-870-8565, collect at 1-206-870-8565 or by email to ksmith@advantageproxy.com.
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