Intrexon Announces "When-Issued" Trading of AquaBounty Technologies In Connection With Special Stock Dividend of Shares
GERMANTOWN, Md., Jan. 12, 2017 /PRNewswire/ -- Intrexon Corporation (NYSE: XON)("Intrexon" or the "Company"), a leader in the engineering and industrialization of biology to improve the quality of life and health of the planet, today announced that, in connection with the previously announced special stock dividend of 1,776,557 shares of AquaBounty Technologies, Inc. ("AquaBounty") common stock (after taking into account the 1:30 reverse stock split of AquaBounty common stock) (the "Distribution"), shares of AquaBounty common stock ex-distribution began trading January 9, 2017, under the symbol "AQB" on a "when-issued" basis on the NASDAQ Capital Market ("NASDAQ") and continuing through January 18, 2017.
The Distribution will occur by way of a pro rata dividend on shares of Intrexon common stock outstanding at the close of business (i.e., 5:00 PM, New York City time) on January 9, 2017 (the "Record Date"). On January 18, 2017 (the "Distribution Date"), each of Intrexon's shareholders who held shares on the Record Date will receive a fraction of a share of AquaBounty common stock for every share of Intrexon's common stock that the shareholder holds. Each Intrexon shareholder of record will be entitled to receive approximately 0.014968 shares of AquaBounty common stock per share of Intrexon common stock held by such shareholder at the close of business on the Record Date.
Beginning on or about the Record Date and continuing through the Distribution Date, Intrexon common stock is anticipated to begin trading in two markets: a "regular way" market and an "ex-distribution" market. An Intrexon shareholder as of the Record Date who chooses to sell Intrexon shares in the "regular way" market after the Record Date and on or before the Distribution Date will be selling the right to receive the shares of AquaBounty common stock in connection with the Distribution. However, if the Intrexon shareholder holds shares of Intrexon common stock as of the Record Date and chooses to sell those shares in the "ex-distribution" market after the Record Date and on or before the Distribution Date, the Intrexon shareholder will still receive the shares of AquaBounty common stock in the Distribution. An Intrexon shareholder may choose to trade the entitlement to shares of AquaBounty common stock, without trading the shares of Intrexon common stock such Intrexon shareholder owns, on the "when-issued" market.
"When-issued" trading in the context of a distribution refers to a sale or purchase made conditionally on or before the Distribution Date because the securities of the spun-off entity have been authorized but have not yet been distributed. "When-issued" trades generally settle within four trading days after the Distribution Date. On the first trading day following the Distribution Date, expected to be January 19, 2017, it is generally expected that any "when-issued" trading of AquaBounty common stock will end and "regular-way" trading will begin under the symbol "AQB". "Regular-way" trading refers to trading after the security has been distributed and typically involves a trade that settles on the third full trading day following the date of the trade.
The shares of AquaBounty common stock will be issued in book-entry form only and fractional shares will not be issued in the Distribution. Shareholders will instead receive an amount in cash for such fractional interest. An information statement concerning the details regarding the distribution of AquaBounty common stock and its business and management following the distribution will be mailed to Intrexon shareholders prior to the Distribution Date. The information statement can be downloaded from Intrexon's website at http://investors.dna.com/download/AquaBounty+Distribution+Information+Statement.pdf. AquaBounty's common stock is currently listed on the AIM market of the London Stock Exchange ("AIM"). Following the Distribution, Intrexon will continue to hold a majority of AquaBounty's outstanding common stock.
About Intrexon Corporation
Intrexon Corporation (NYSE:XON) is Powering the Bioindustrial Revolution with Better DNA™ to create biologically-based products that improve the quality of life and the health of the planet. The Company's integrated technology suite provides its partners across diverse markets with industrial-scale design and development of complex biological systems delivering unprecedented control, quality, function, and performance of living cells. We call our synthetic biology approach Better DNA®, and we invite you to discover more at www.dna.com or follow us on Twitter at @Intrexon, on Facebook, and LinkedIn.
Trademarks
Intrexon, Powering the Bioindustrial Revolution with Better DNA, and Better DNA are trademarks of Intrexon and/or its affiliates. Other names may be trademarks of their respective owners.
Safe Harbor Statement
This press release contains statements relating to future actions and results, including with respect to the completion of the Distribution and timing of "when-issued", "ex-distribution" and "regular way" trading and conditions of the Distribution, which are "forward-looking" statements within the meaning of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words like "expects," "will," "believes," "intends," "estimates," or other words of similar meaning. Although management believes that the plans and objectives reflected in or suggested by these forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and are based on assumptions and expectations of future events that may not be realized. Forward-looking statements are subject to inherent risks and uncertainties that could cause actual results to differ materially from current expectations, including, but not limited to, the fact that the Distribution may not be completed as anticipated or at all and that delays or difficulties in completing the Distribution may be experienced; market conditions in general and those applicable to the Distribution; factors affecting the expected timeline for completing the Distribution; the way in which AquaBounty and Intrexon common stock will trade in connection with the Distribution; the effect the Distribution may have on Intrexon's stock price; the risk that the anticipated benefits from the Distribution may not be fully realized or may take longer to realize than expected; and the risk that the conditions precedent for the completion of the Distribution are not satisfied. The Company refers you to the documents that it files from time to time with the U.S. Securities and Exchange Commission, such as its reports on Form 10-K, Form 10-Q and Form 8-K, as well as the "Risk Factors" section of the filed Registration Statement on Form 10, for a discussion of these and other risks and uncertainties. Except as required by applicable law, neither Intrexon nor AquaBounty undertakes any duty to update any such forward-looking statements as a result of future developments or new information.
For more information regarding Intrexon Corporation, contact:
Investor Contact
Christopher Basta
Vice President, Investor Relations
Tel: +1 (561) 410-7052
[email protected]
Corporate Contact
Marie Rossi, Ph.D.
Senior Manager, Technical Communications
Tel: +1 (301) 556-9850
[email protected]
SOURCE Intrexon Corporation
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