SimiGon Limited Update to proposed Merger & Delisting (9039C)

TIDMSIM

RNS Number : 9039C

SimiGon Limited

25 February 2022

SimiGon Ltd.

("SimiGon" or the "Company")

Update related to a new lawsuit with regards to the merger transaction with Maxify Solutions, Inc. and application for a restraining order with respect to the delisting

SimiGon Ltd. (LON: SIM) wishes to update its shareholders that with regards to the merger transaction with Maxify Solutions Inc. that was approved by SimiGon's shareholders of February 18, 2022 (the "Merger").

On February 20, 2022, Mr. Gal Erez, a holder of 2,050,000 Shares of the Company constituting approximately 4% the share capital of the Company, filed a lawsuit in the Tel Aviv District Court against the Company and Mr. Amos Vizer requesting certain remedies for the removal of alleged minority shareholders oppression (the "Lawsuit") and submitted an application for a restraining order in order to prevent the cancelation of the admission of the Company's Ordinary Shares to trading on the AIM Market (the "Cancellation").

The remedies sought by Mr Erez pursuant to the Lawsuit include (in summary) the expropriation of control from Mr Vizer, the cancellation of the proposed delisting of the Company's shares from AIM, the cancelation of the Merger, the repurchase of Mr Vizer's shares in the Company, and the granting to minority shareholders of the right to appoint the Company's board, and/or other remedy that the court might deem appropriate to remove the alleged oppression. Additional information can be found on the Company's website at: https://www.simigon.com/ge-further-information .

On February 21, 2022 the court issued an ex parte temporary restraining order with respect to the Cancellation . Responses are required to be filed by February 28, 2022 and a hearing on the matter is expected shortly thereafter.

The Company is in the process of preparing an application requesting cancelation of the ex parte temporary restraining order and intends to vigorously defend the Lawsuit and believes that it has cogent claims and defences in this regard. The Company has notified its insurers with respect to the Lawsuit and the restraining order .

Pending further updates with regard to the foregoing, there is currently no update to the expected timetable for the Merger and Cancellation. Further announcements and updates will be provided as appropriate.

Enquiries:

 
  SimiGon Ltd 
   Ami Vizer, Chief Executive Officer and           Tel: [phone] 
   Executive Chairman                               5548 
   Efi Manea, Chief Financial Officer 
   www.simigon.com 
  finnCap (NOMAD & Broker) 
   Henrik Persson / Milesh Hindocha (Corporate      Tel: +44 (0) 20 
   Finance)                                         7220 0500 
 

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February 25, 2022 09:15 ET (14:15 GMT)