Report of Foreign Issuer (6-k)
11 1월 2018 - 10:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January 2018
Commission File Number: 001-36073
ENZYMOTEC LTD.
(Translation of registrant’s name
into English)
Sagi 2000 Industrial Area
P.O. Box 6
Migdal Ha’Emeq 2310001, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
¨
EXPLANATORY NOTE
On January 11, 2018, Enzymotec Ltd., a
company organized under the laws of the State of Israel (“
Enzymotec
”), and Frutarom Ltd., a company organized
under the laws of the State of Israel (“
Frutarom
”), consummated the previously reported acquisition of Enzymotec
by Frutarom pursuant to that certain Agreement and Plan of Merger, dated as of October 28, 2017 (the “
Merger Agreement
”),
by and among Enzymotec, Frutarom and Frutarom Tech Ltd., a company organized under the laws of the State of Israel and a wholly
owned subsidiary of Frutarom (“
Merger Sub
”). Upon the terms and subject to the conditions set forth in the Merger
Agreement, Merger Sub was merged with and into Enzymotec, with Enzymotec continuing as the surviving corporation and a wholly owned
subsidiary of Frutarom (the “
Merger
”). The Merger was described in the proxy statement, dated November 17, 2017,
distributed by Enzymotec to its shareholders and attached as Exhibit 99.1 to Enzymotec’s Report of Foreign Private Issuer
on Form 6-K that was furnished to the Securities and Exchange Commission (the “
SEC
”) on November 17, 2017.
At the effective time of the
Merger (the “
Effective Time
”), each of Enzymotec’s ordinary shares, par value NIS 0.01 per share
(the “
Ordinary Shares
”), issued and outstanding immediately prior to the Effective Time (other than
Ordinary Shares that are held in the treasury of Enzymotec or reserved for issuance by Enzymotec, or owned by any wholly
owned subsidiary of Enzymotec, Frutarom or any wholly owned subsidiary of Frutarom) was canceled and converted into the right
to receive US$11.90 per Ordinary Share in cash (without interest and less any applicable withholding taxes)
(the “
Merger Consideration
”). Shareholders who possess certificates representing Ordinary Shares or hold
their Ordinary Shares in book-entry form on the books and records of Enzymotec’s transfer agent will receive a letter
of transmittal with detailed instructions, along with other forms, from the appointed paying agent, American Stock Transfer & Trust Company, or information agent, D.F. King & Co., Inc., regarding the surrender of their certificates or
the transfer of the book-entry interests in exchange for the Merger Consideration. For shareholders whose Ordinary Shares
are held in “street name” through a broker, bank or other nominee, the broker, bank or other nominee will handle
the exchange of shares for such shareholders and will provide them with any relevant instructions to effect the exchange.
On January 11, 2018, Enzymotec notified
the NASDAQ Global Select Market (“
NASDAQ
”) of the consummation of the Merger, and requested that the quotations
and trading in the Ordinary Shares on NASDAQ be halted prior to market open on January 11, 2018 and suspended as of close of business
on January 11, 2018. In addition, Enzymotec has requested that NASDAQ file a notification of removal from listing on Form 25 with
the SEC to delist the Ordinary Shares from NASDAQ. Enzymotec expects to terminate the registration of its Ordinary Shares under
the Securities Exchange Act of 1934, as amended, and cease to report to the SEC, approximately 10 days following the filing of
the Form 25.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ENZYMOTEC LTD.
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Date: January 11, 2018
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By:
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/s/ Dror Israel
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Name: Dror Israel
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Title: Chief Financial Officer
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ENZYMOTEC LTD. (NASDAQ:ENZY)
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