CynergisTeks Board of Directors (the Board) has unanimously approved the merger agreement with Clearwater and recommends that CynergisTek stockholders vote in favor of the proposed merger and the merger agreement. CynergisTek expects to hold a Special Meeting of Stockholders to consider and vote on the proposed merger and the merger agreement as soon as practicable after the mailing of the proxy statement to its stockholders.
The merger agreement includes a 30-day period expiring June 21, 2022 (and in certain cases 35 days, expiring June 26, 2022), which allows CynergisTek and its advisors to actively solicit, initiate, encourage or facilitate superior acquisition proposals from third parties. In accordance with the merger agreement, the Board, with the assistance of its advisors, intends to solicit superior proposals during this period. In addition, CynergisTek may, at any time, subject to the provisions of the merger agreement, respond to unsolicited proposals that are reasonably likely to result in a superior proposal. CynergisTek will have the right to terminate the merger agreement with Clearwater to enter into a superior proposal subject to the terms and conditions of the merger agreement, including payment of a termination fee to Clearwater in connection with such termination. There can be no assurance that the solicitation process will result in a superior proposal or that any other transaction will be approved or completed, and CynergisTek does not intend to disclose developments with respect to the solicitation process unless and until the Board determines such disclosure is appropriate or otherwise required.