eMagin: Independent Proxy Advisory Firms ISS and Glass Lewis Recommend eMagin Shareholders Vote "For" Proposed Transaction with Samsung Display

ISS Recommendation FOR Transaction Based on eMagin Having Secured Multiple Offer Increases, a Share Premium, and Downside Risks to Non-Approval Glass Lewis Recommendation FOR Transaction Based on eMagin's Efforts to Provide Greater Value for Investors and Lack of Expectation That a Higher Offer Will Materialize eMagin Shareholders are Encouraged to Vote FOR Transaction Ahead of the August 31 Special Meeting of Shareholders at 9 a.m. ET HOPEWELL JUNCTION, N.Y., Aug. 21, 2023 (GLOBE NEWSWIRE) -- eMagin Corporation (NYSE:EMAN) ("eMagin" or the "Company"), a U.S.-based leader in the development, design, and manufacture of Active-Matrix OLED microdisplays for high-resolution, AR/VR and other near-eye imaging products, today announced both leading independent proxy advisory firms, Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co. ("Glass Lewis"), have recommended that eMagin shareholders vote in favor of the proposed merger transaction with Samsung Display Co., Ltd., a subsidiary of Samsung Electronics Co. Ltd. and a worldwide manufacturer and distributor of display products. As previously announced, eMagin shareholders would receive $2.08 per share in cash in a proposed transaction valued at approximately $218 million. ISS and Glass Lewis are the leading independent, third-party proxy advisors to thousands of institutional investors and pension funds. ISS Recommends Vote FOR Merger In its endorsement of the proposed transaction, ISS explained, "Support for this transaction is warranted, in light of the premium, the cash form of consideration, and the downside risks to non-approval... The [eMagin] board was able to negotiate multiple increases in the merger consideration and the results of a market check did not indicate any superior alternatives. There appear to be downside risks to non-approval given substantial doubts regarding the Company's ability to remain a going concern, and the cash form of consideration provides liquidity and certainty of value." Glass Lewis Recommends Vote FOR Merger Glass Lewis, in its endorsement of the proposed transaction, noted, "eMagin's shares have traded tightly in line with executed deal value across the calendar quarter subsequent to announcement. During this period, we note no competitive bids or alternative transaction opportunities have emerged. Taken together, these factors would seem to suggest the proposed terms-which were revised substantially over the course of negotiations with [Samsung Display]-are at least reasonably likely to approximate eMagin's control value under extant market conditions, and that there exists little substantive expectation the Company will receive a third-party offer or pre-vote sweetener here... Accordingly, we recommend shareholders vote FOR this proposal." How and Where to Vote eMagin shareholders as of the close of business on July 20, 2023, are eligible to vote on the pending transaction and are encouraged to do so by following the instructions set forth on their proxy cards or voting instruction forms received via mail or e-mail before the August 31, 2023, Special Meeting of Shareholders, which is scheduled to begin at 9 a.m. ET. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, at (877) 717-3930. Approvals and Timing eMagin's Board of Directors has unanimously approved the transaction and is recommending that eMagin's stockholders approve the transaction and adopt the merger agreement at the Special Meeting of Shareholders. Certain of eMagin's stockholders who collectively hold approximately 98% of the total voting power of eMagin's Series B Convertible Preferred Stock, which is convertible into approximately 21% of the total voting power of eMagin's common stock on a fully diluted basis, have entered into a support agreement pursuant to which they have committed to vote such shares in favor of the transaction. The transaction is expected to close in the second half of 2023, subject to the approval by eMagin's stockholders, applicable regulatory approvals and other customary closing conditions. Until closing, eMagin and Samsung Display remain separate and independent companies. Advisors Nomura Securities International, Inc. is serving as exclusive financial advisor to eMagin. White & Case LLP and Goodwin Procter LLP are acting as the Company's legal counsel. Evercore Inc. is serving as ...Full story available on Benzinga.com