STR Holdings Receives Noncompliance Notice From NYSE for $1.00 Stock Price Rule
26 Gennaio 2015 - 1:01PM
Board Declares One-for-Three Reverse
Stock Split
Effective Date -- January 30,
2015
STR Holdings, Inc. (NYSE:STRI) ("STR" or the "Company") today
announced that, as expected, it received notice from the New York
Stock Exchange ("NYSE") that the Company has become non-compliant
with a continued listing standard that requires its stock price to
remain at or above $1.00 per share. As anticipated, the Company's
payment of a special dividend of $0.85 per share as of January 5,
2015 resulted in a significant decrease in the trading price of the
Company's common stock. The declaration of the special dividend was
a condition to the closing of the transaction with Zhen Fa New
Energy (U.S.) Co., Ltd. ("Zhenfa") on December 15, 2014, pursuant
to which Zhenfa paid an aggregate of approximately $21.7 million to
the Company for a 51% ownership stake in the Company's common
stock.
Following the payment of the special dividend, the average
closing price of the Company's common stock over the 30 trading day
period ended January 22, 2015 was less than $1.00 per share, as
required by NYSE rules. To regain compliance with NYSE rules, the
share price and average share price must achieve a price of at
least $1.00 per share within six months following receipt of
notification of non-compliance or the NYSE will commence suspension
and delisting proceedings.
In order to achieve and sustain compliance with the $1.00 stock
price requirement, the Company's Board of Directors approved a
reverse stock split of the Company's common stock, as previously
approved by STR stockholders at a special meeting of stockholders
held on November 14, 2014, at a ratio of one-for-three shares of
outstanding common stock (the "Reverse Stock Split"). The Company
anticipates that the Reverse Stock Split will be effective at 5:00
pm Eastern Time on January 30, 2015 (the "Effective Time") and will
be reflected in the trading price of the Company's common stock at
the opening of trading on Monday, February 2, 2015.
Once the Reverse Stock Split is implemented, each three (3)
outstanding shares of pre-split common stock will be automatically
combined into one (1) share of post-split common stock, thereby
reducing the number of outstanding common shares by a factor of
three, which will likely increase the stock price by roughly the
same factor. The Reverse Stock Split does not otherwise
affect the Company or its business.
Following the Reverse Stock Split there will be approximately
18.1 million shares of common stock outstanding. No fractional
shares will be issued in connection with the Reverse Stock
Split. A stockholder of record holding a fractional share as a
result of the reverse stock split will receive a cash payment for
such fractional shares in lieu of the issuances of any such
fractional shares equal to (i) such fractional share interest to
which the holder would otherwise be entitled multiplied by (ii) the
closing sale price of the common stock (on a post-reverse split
basis as adjusted) on the trading day immediately prior to the
Effective Time as reported on the NYSE.
The Company's stockholders will receive a letter of transmittal
from Broadridge Corporate Issuer Solutions, Inc., the Company's
transfer agent (the "Exchange Agent"), for purposes of surrendering
to the Exchange Agent certificates representing pre-reverse stock
split shares in exchange for certificates representing post-reverse
stock split shares in accordance with the procedures set forth in
the letter of transmittal. Stockholders owning shares via a
broker or other nominee will have their positions automatically
adjusted to reflect the Reverse Stock Split, subject to brokers'
particular processes, and will not be required to take any action
with the Exchange Agent in connection with the Reverse Stock
Split.
About STR Holdings, Inc.
STR Holdings, Inc. is a provider of encapsulants to the
photovoltaic module industry. Further information about STR
Holdings, Inc. can be obtained via the Company's website at
www.strsolar.com.
Forward-Looking Statements
This press release and any oral statement made in respect of the
information in this press release contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may contain such
words as "may," "could," "expect," "intend," "plan," "seek,"
"anticipate," "believe," "estimate," "predict," "potential," or
"continue" or the negative of these terms or other comparable
terminology, and include assumptions that underlie such statements.
Such statements are subject to inherent risks and uncertainties. We
are effecting the Reverse Stock Split with the expectation that it
will increase the trading price of the Company's common stock to
above the minimum $1.00 NYSE continued listing standard. We cannot
assure that a reverse stock split will accomplish this objective
for any meaningful period of time, if at all, or that the Company
will otherwise be able to continue to meet other of the continuing
listing requirements of the NYSE. Our business and prospects,
and the price of our common stock, could be adversely affected by
known and unknown risks and uncertainties, including without
limitation those described in our Definitive Proxy Statement filed
on October 8, 2014, and under "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and in our Form 10-K filed on March 13, 2014 and
subsequent periodic reports on Form 10-Q and Current Reports on
Form 8-K. You are urged to carefully review and consider the
disclosure found in our filings which are available on
http://www.sec.gov or http://www.strsolar.com. We undertake no
obligation to publicly update any forward-looking statement
contained in this press release, whether as a result of new
information, future developments or otherwise, except as may be
required by law.
CONTACT: Company Contact:
STR Holdings, Inc.
Joseph C. Radziewicz
Vice President and Chief Financial Officer
+1 (860) 265-1247
joseph.radziewicz@strholdings.com
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