The Board has approved a 2-for-1,771,175 reverse stock split (the “Reverse Split”) such that shareholders owning less than one whole share of our common stock following the Reverse Split will have their fractional shares cancelled and converted into the right to receive the cash consideration described below. The entire going-private transaction, including the Reverse Split and the purchase of fractional shares after the Reverse Split, is referred to below as the “Transaction.”
As a result of the Transaction, those shareholders who own of record or beneficially fewer than 1,771,175 shares of our common stock will have their fractional shares cashed out at a price of $1.75 for each share held by them prior to the effective date of the Reverse Split.
The Transaction has been approved by the written consent of HBJ Revocable Trust, which holds shares representing 65.83% of the votes entitled to be cast at a meeting of the Company’s shareholders. No further shareholder approval is required under the Nevada Revised Statutes and, accordingly, no proxies are being solicited in connection with the Transaction.