Current Price – $29.00
Offer Price – $30.00 (for holders of less than 600 shares)
Upside – 3.5% or $599 for holders of 599 shares
Expiration date – 5th Dec 2014 shareholder meeting to decide whether to proceed with the proposed transaction
Buy 599 shares of MCEM and wait for reverse-split after the shareholder meeting (4th December 2014)
The Board of Directors has authorized amendments to the Company’s Articles of Incorporation that would effect a 1-for-600 Reverse Stock Split (as defined herein) of our Capital Stock and Class B Capital Stock, followed immediately by a 600-for-1 Forward Stock Split (as defined herein) of each one issued and outstanding share of our Capital Stock and Class B Capital Stock.
As a result of the Reverse/Forward Stock Split, each holder of record of fewer than 600 shares of our Capital Stock or Class B Capital Stock immediately before the effective date of the Reverse Stock Split will be eligible to receive a cash payment of $30.00 per pre-Reverse Stock Split share of such class of Stock, without interest, and will no longer be a stockholder of the Company with respect to such class.
The transaction is subject to shareholders approval and subsequen final action by Board of Directors. Our Board of Directors has retained the authority to determine whether and when to file the Certificates of Amendment to our Articles of Incorporation to effect the Reverse/Forward Stock Split, notwithstanding the authorization of the Reverse/Forward Stock Split by our stockholders. We anticipate that the effective date of the Reverse/Forward Stock Split will occur soon after the Special Meeting, subject to stockholder approval and final action by the Board of Directors, and presently anticipate that the Reverse/Forward Stock Split would become effective on December 17, 2014.
Source of Funds:
We believe that the total cash requirement of the Reverse/Forward Stock Split to us will be approximately $3,131,300. This amount includes approximately $2,995,800 (4% of all shareholders) needed to cash out fractional shares of any stockholder who is the holder of record of less than 600 shares of either class of our Stock immediately prior to the effective date of the Reverse Stock Split
The consideration to be paid to stockholders of fewer than 600 shares of either class of our Stock in the Reverse/Forward Stock Split and the other costs of the Reverse/Forward Stock Split will be paid from cash on hand and borrowings under the revolving loan provided by our existing credit agreement. There are no conditions to the availability of the funds for the Reverse/Forward Stock Split, and we do not have any alternative financing arrangements or alternative financing plans with respect to the Reverse/Forward Stock Split.