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  1. Home
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NOTICE OF MERGER AND DISSENTERS' RIGHTS NOTICE IS HEREBY GIVEN, pursuant to the New Jersey Business Corporations Act (the "NJBCA"), including N.J.S.A. 14A:10-3 and 14A:11-1 et seq., that Polymer Technologies, Inc., a New Jersey corporation ("PTI"), has entered into an Agreement and Plan of Merger, dated as of March 23, 2026 (the "Plan of Merger"), by and between PTI, as the surviving corporation, and Rumaco, Inc., a New Jersey corporation (the "Merging Company"). Pursuant to the Plan of Merger, the Merging Company will merge with and into PTI, with PTI continuing as the surviving corporation (the "Merger"). The Merger has been approved by the board of directors and all shareholders of Rumaco as well as by the board of directors of PTI and by holders of a majority of the outstanding shares of PTI entitled to vote thereon, each in accordance with the NJBCA. While the Merger does not require the consent of all shareholders, and PTI intends to proceed with the Merger based on the above-referenced approval thereof by holders of a majority of its outstanding shares, PTI hereby notices a meeting of its shareholders to consider and approve the Merger. Such meeting shall take place at the offices of OlenderFeldman LLP, 422 Morris Avenue, Summit, New Jersey 07901 at 2:30 PM on April 29, 2026. As a result of the Merger, all issued and outstanding shares of PTI common stock held by Sarita Abrahams (the "Abrahams Shares") will be cancelled and converted into the right to receive cash consideration equal to the fair value of such shares, as determined by an independent third-party appraisal, subject to the terms and conditions set forth in the Plan of Merger. The Merger will become effective upon the filing of a Certificate of Merger with the New Jersey Division of Revenue and Enterprise Services, Department of the Treasury, or at such later time as may be specified therein (the "Effective Time"). Any shareholder of PTI who has not voted in favor of or consented in writing to the Merger may be entitled to exercise dissenters' rights and demand payment of the fair value of their shares in accordance with N.J.S.A. 14A:11-1 through 14A:11-11. The procedures for exercising dissenters' rights are strictly governed by statute, and failure to comply precisely with such procedures may result in the loss of those rights. This notice is being published because personal notice to a shareholder entitled thereto could not reasonably be delivered after due diligence. This publication is intended to constitute notice under applicable provisions of the NJBCA. Pursuant to N.J.S.A. 14A:11-1 et seq., each holder of shares of the Company who is entitled to dissent from the transaction contemplated by this Agreement and who does not vote in favor thereof may exercise dissenters' rights and obtain payment of the fair value of such holder's shares, provided that such holder strictly complies with all applicable requirements of the New Jersey Business Corporation Act, including the requirements for timely written notice of dissent, abstention or vote against the transaction, and timely demand for payment. Any shareholder who fails to comply with the statutory requirements for exercising dissenters' rights under N.J.S.A. 14A:11-1 et seq. shall be deemed to have waived such rights and shall be bound by the terms of the transaction. Nothing in this Agreement is intended to expand, limit, or otherwise modify the dissenters' rights available under applicable law. Copies of the Plan of Merger and additional information regarding the Merger and dissenters' rights may be obtained by written request to Polymer Technologies, Inc., c/o OlenderFeldman LLP, 422 Morris Avenue, Summit, New Jersey 07901. Dated: March 25, 2026 POLYMER TECHNOLOGIES, INC. /s/Neal Goldenberg Name: Neal Goldenberg Title: President & Sole Director DISSENTER RIGHTS Under the New Jersey Business Corporations Act ("NJBCA"), shareholders who have neither voted in favor of the Plan of Merger nor consented thereto in writing are entitled to certain dissenter, appraisal, and payment rights with respect to the value of their shares ("Dissenter Rights"). Shareholders electing to exercise such Dissenter Rights must comply precisely with the requirements of the applicable statutes. FAILURE TO FOLLOW PRECISELY ANY OF THE STATUTORY PROCEDURES MAY RESULT IN THE LOSS OF YOUR DISSENTER RIGHTS. MOREOVER, DUE TO THE COMPLEXITY OF THE PROCEDURES FOR EXERCISING DISSENTER RIGHTS, SHAREHOLDERS WHO ARE CONSIDERING EXERCISING SUCH RIGHTS ARE ENCOURAGED TO SEEK THE ADVICE OF their OWN LEGAL COUNSEL. ADDITIONALLY, SHAREHOLDERS ARE STRONGLY ADVISED AND ARE EXPECTED TO CONSULT WITH THEIR LEGAL AND TAX ADVISERS REGARDING THE FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY OTHER CONSEQUENCES TO THEM UNDER STATE, LOCAL, AND FOREIGN LAWS. ********** NJBCA SECTION 14A:11-1: RIGHT OF SHAREHOLDER TO DISSENT 14A:11-1. Right of shareholder to dissent. (1)Any shareholder of a domestic corporation shall have the right to dissent from any of the following corporate actions (a)Any plan of merger or consolidation to which the corporation is a party, provided that, unless the certificate of incorporation otherwise provides (i)a shareholder shall not have the right to dissent from any plan of merger or consolidation with respect to shares (A)of a class or series which is listed on a national securities exchange or is held of record by not less than 1,000 holders on the record date fixed to determine the shareholders entitled to vote upon the plan of merger or consolidation; or (B)for which, pursuant to the plan of merger or consolidation, he will receive (x) cash, (y) shares, obligations or other securities which, upon consummation of the merger or consolidation, will either be listed on a national securities exchange or held of record by not less than 1,000 holders, or (z) cash and such securities; (ii)a shareholder of a surviving corporation shall not have the right to dissent from a plan of merger, if the merger did not require for its approval the vote of such shareholders as provided in section 14A:10-5.1 or in subsection 14A:10-3(4), 14A:10-7(2) or 14A:10-7(4); (iii) a shareholder of a corporation shall not have the right to dissent from a plan of merger, if the merger did not require, for its approval, the vote of the shareholders as provided in subsection (6) of N.J.S.14A:10-3; or (b)Any sale, lease, exchange or other disposition of all or substantially all of the assets of a corporation not in the usual or regular course of business as conducted by such corporation, other than a transfer pursuant to subsection (4) of N.J.S.14A:10-11, provided that, unless the certificate of incorporation otherwise provides, the shareholder shall not have the right to dissent (i)with respect to shares of a class or series which, at the record date fixed to determine the shareholders entitled to vote upon such transaction, is listed on a national securities exchange or is held of record by not less than 1,000 holders; or (ii)from a transaction pursuant to a plan of dissolution of the corporation which provides for distribution of substantially all of its net assets to shareholders in accordance with their respective interests within one year after the date of such transaction, where such transaction is wholly for (A)cash; or (B)shares, obligations or other securities which, upon consummation of the plan of dissolution will either be listed on a national securities exchange or held of record by not less than 1,000 holders; or (C)cash and such securities; or (iii) from a sale pursuant to an order of a court having jurisdiction. (2)Any shareholder of a domestic corporation shall have the right to dissent with respect to any shares owned by him which are to be acquired pursuant to section 14A:10-9. (3)A shareholder may not dissent as to less than all of the shares owned beneficially by him and with respect to which a right of dissent exists. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the shares of such owner with respect to which the right of dissent exists. (4)A corporation may provide in its certificate of incorporation that holders of all its shares, or of a particular class or series thereof, shall have the right to dissent from specified corporate actions in addition to those enumerated in subsection 14A:11-1(1), in which case the exercise of such right of dissent shall be governed by the provisions of this Chapter. (5)A shareholder entitled to dissent from a corporate action as enumerated in subsection 14A:11-1(1) or as specified pursuant to a corporation's certificate of incorporation shall not have the right to challenge a corporate action from which a shareholder has a right to dissent, regardless of whether the shareholder actually exercised the right to dissent as to that action, except that a shareholder may challenge a corporate action that was: (a)not effectuated in accordance with the applicable provisions of this Chapter or the corporation's certificate of incorporation; or (b)procured as a result of fraud, material misrepresentation, or other deceptive means. amended 1973, c.366, s.60; 1988, c.94, s.64; 1995, c.279, s.21; 2001, c.193, s.3; 2013, c.41, s.3. NJBCA SECTION 14A:11-2: Notice of dissent; demand for payment; endorsement of certificates 14A:11-2. Notice of dissent; demand for payment; endorsement of certificates (1) Whenever a vote is to be taken, either at a meeting of shareholders or upon written consents in lieu of a meeting pursuant to section 14A:5-6, upon a proposed corporate action from which a shareholder may dissent under section 14A:11-1, any shareholder electing to dissent from such action shall file with the corporation before the taking of the vote of the shareholders on such corporate action, or within the time specified in paragraph 14A:5-6(2)(b) or 14A:5-6(2)(c), as the case may be, if no meeting of shareholders is to be held, a written notice of such dissent stating that he intends to demand payment for his shares if the action is taken. (2) Within 10 days after the date on which such corporate action takes effect, the corporation, or, in the case of a merger or consolidation, the surviving or new corporation, shall give written notice of the effective date of such corporate action, by certified mail to each shareholder who filed written notice of dissent pursuant to subsection 14A:11-2(1), except any who voted for or consented in writing to the proposed action. (3) Within 20 days after the mailing of such notice, any shareholder to whom the corporation was required to give such notice and who has filed a written notice of dissent pursuant to this section may make written demand on the corporation, or, in the case of a merger or consolidation, on the surviving or new corporation, for the payment of the fair value of his shares. (4) Whenever a corporation is to be merged pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) and shareholder approval is not required under subsections 14A:10-5.1(5) and 14A:10-5.1(6), a shareholder who has the right to dissent pursuant to section 14A:11-1 may, not later than 20 days after a copy or summary of the plan of such merger and the statement required by subsection 14A:10-5.1(2) is mailed to such shareholder, make written demand on the corporation or on the surviving corporation, for the payment of the fair value of his shares. (5) Whenever all the shares, or all the shares of a class or series, are to be acquired by another corporation pursuant to section 14A:10-9, a shareholder of the corporation whose shares are to be acquired may, not later than 20 days after the mailing of notice by the acquiring corporation pursuant to paragraph 14A:10-9(3)(b), make written demand on the acquiring corporation for the payment of the fair value of his shares. (6) Not later than 20 days after demanding payment for his shares pursuant to this section, the shareholder shall submit the certificate or certificates representing his shares to the corporation upon which such demand has been made for notation thereon that such demand has been made, whereupon such certificate or certificates shall be returned to him. If shares represented by a certificate on which notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of such shares, and a transferee of such shares shall acquire by such transfer no rights in the corporation other than those which the original dissenting shareholder had after making a demand for payment of the fair value thereof. (7) Every notice or other communication required to be given or made by a corporation to any shareholder pursuant to this Chapter shall inform such shareholder of all dates prior to which action must be taken by such shareholder in order to perfect his rights as a dissenting shareholder under this Chapter. L.1968, c.350; amended 1973,c.366,s.61; 1988,c.94,s.65. NJBCA SECTION 14A:11-3: "DISSENTING SHAREHOLDER" DEFINED; DATE FOR DETERMINATION OF FAIR VALUE 14A:11-3. "Dissenting shareholder" defined; date for determination of fair value (1) A shareholder who has made demand for the payment of his shares in the manner prescribed by subsection 14A:11-2(3), 14A:11-2(4) or 14A:11-2(5) is hereafter in this Chapter referred to as a "dissenting shareholder." (2) Upon making such demand, the dissenting shareholder shall cease to have any of the rights of a shareholder except the right to be paid the fair value of his shares and any other rights of a dissenting shareholder under this Chapter. (3) "Fair value" as used in this Chapter shall be determined (a) As of the day prior to the day of the meeting of shareholders at which the proposed action was approved or as of the day prior to the day specified by the corporation for the tabulation of consents to such action if no meeting of shareholders was held; or (b) In the case of a merger pursuant to section 14A:10-5.1 or subsection 14A:10-7(4) in which shareholder approval is not required, as of the day prior to the day on which the board of directors approved the plan of merger; or (c) In the case of an acquisition of all the shares or all the shares of a class or series by another corporation pursuant to section 14A:10-9, as of the day prior to the day on which the board of directors of the acquiring corporation authorized the acquisition, or, if a shareholder vote was taken pursuant to section 14A:10-12, as of the day provided in paragraph 14A:11-3(3)(a). In all cases, "fair value" shall exclude any appreciation or depreciation resulting from the proposed action. L.1968, c.350; amended 1973,c.366,s.62; 1988,c.94,s.66. March 30, April 6 2026 LNYS0486297 $417.12
Post Date: 03/30 12:00 AM
Refcode: #LNYS0486297 
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