11 December 2023

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Check-Cap Receives ISS Backing for Keystone Dental Merger Proposal

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Check-Cap announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that Check-Cap shareholders vote FOR approval of the business combination agreement with Keystone Dental Holdings, Inc. (“Keystone”) at the upcoming Annual General Meeting of Shareholders (“AGM”), scheduled for Monday, December 18, 2023.

Regarding the Keystone merger, ISS stated: “The board appears to have run a thorough, conflict-free process, and appears to have evaluated other alternatives, including liquidation. In addition, there may be an opportunity for CHEK shareholders to recover some additional value from a potential sale of CHEK legacy assets through higher ownership of Keystone. On balance, the proposed transaction appears to present the best alternative given the circumstances. As such, support for the merger is warranted.”

ISS also recommends a vote FOR re-electing Check-Cap’s director nominees and AGAINST the proposed director nominees put forth by Symetryx. In issuing this recommendation, ISS stated, “The uncertainty presented by the dissident, in both how much cash CHEK will have available if an alternative transaction is identified and the timing of how long it will take to run another process, appear to be a less attractive alternative relative to the proposed transaction with Keystone. Given that the proposed transaction warrants support and the dissident has not presented a viable alternative for shareholders, change is not warranted at this time.”

ISS further recommends a vote FOR the proposal to authorize Check-Cap’s board of directors to determine to effect a reverse share split of the company’s shares at a ratio of between 1-for-2 and 1-for-5. In its recommendation, ISS stated that Check-Cap “has provided sufficient information and there are no apparent concerns regarding the proposed reverse share split. Namely, the reverse split may be necessary to meet the minimum bid initial listing requirement for New Parent. In addition, the company would proportionally reduce the number of authorized shares and the reverse split would not have major adverse effects on the rights of current shareholders. On this basis, support for this item is merited.”

Check-Cap’s board of directors urges shareholders to vote FOR the Keystone business combination agreement, FOR the re-election of Check-Cap’s director nominees, FOR the proposal to authorize the board to determine to effect a reverse share split, and AGAINST Symetryx’s director nominees.

About Keystone Dental Group

Keystone Dental is a global commercial-stage medical technology company focused on providing end-to-end tooth replacement solutions for dental practitioners. Headquartered in Irvine, California, and with research and development and manufacturing sites in Caesarea, Israel and Melbourne, Australia, Keystone Dental markets its products worldwide. Keystone Dental’s product portfolio includes proprietary offerings such as its innovative implant systems Genesis Active, Molaris™ and Prima Plus™ that offer unique solutions to dental practitioners. In addition, Keystone Dental also offers an attractive dental implant value brand in Paltop, and a well-regarded portfolio of biomaterials mainly sold under the DYNA brand. Keystone Dental acquired Implant Solutions Pty Ltd (“Osteon”) in 2021, adding a comprehensive portfolio of prosthetic solutions on implants and digital workflow capabilities, not least of which is the groundbreaking Nexus iOS digital workflow solution for restoring the fully edentulous patient.

About Check-Cap

Check-Cap is a clinical stage medical diagnostics company aiming to redefine colorectal cancer (CRC)screening through the introduction of C-Scan®, a screening test designed to detect polyps before they may transform into colorectal cancer and enable early intervention and cancer prevention. C-Scan is an investigational device and is not available for sale in the United States.

About ISS

ISS governance offerings include objective corporate governance research and recommendations, as well as end-to-end proxy voting solutions. Institutional investor clients have long turned to ISS to apply their corporate governance views, identify environmental, social, and governance risk, and manage their complete proxy voting needs on a global basis.

Source: www.keystonedental.com