Information about Liquidation Dividend Distributions
Initial Liquidation Dividend Distribution
On December 1, 2015, EMRISE Corporation authorized its paying agent, VStock Transfer, LLC (“Paying Agent”), to make an initial distribution of $0.75 per share to its stockholders of record as of the close of business on July 1, 2015. The initial distribution was made as previously announced on November 16, 2015, and in connection with the Company’s previously announced voluntary Plan of Dissolution (the “Plan”) that was approved by its stockholders at a special meeting of stockholders held on June 25, 2015.
Stockholders Holding Physical Certificates. For stockholders who hold physical certificates for their shares of EMRISE common stock, a check for the initial distribution was mailed on December 2, 2015, to the stockholder’s latest mailing address on file with the Company’s Paying Agent. The Company notes that due a printing error, EMRISE was incorrectly spelled on the checks mailed to its stockholders who hold physical certificates; however, the checks will be honored by the Company’s bank. Stockholders should contact the Paying Agent if they do not receive a check or need to make any changes to their address or account.
Stockholders Holding in “Street Name.” For stockholders whose shares of EMRISE common stock are held in “Street Name” at a brokerage firm, the aggregate amount of funds required for the initial distribution to them was sent to DTC (Depository Trust Corporation) on December 2, 2015. DTC then wire transferred to each of the brokerage firms involved, the funds necessary to deposit the initial distribution into the brokerage accounts of each of the firm’s clients who hold EMRISE shares of common stock in their accounts. Stockholders should contact their brokerage firms if they have any questions regarding the processing and timing of the initial distribution.
FOR A DETAILED DESCRIPTION OF THE PLAN AND THE MATTERS RELATING TO IT, STOCKHOLDERS ARE ENCOURAGED TO READ CAREFULLY THE COMPANY’S PROXY STATEMENT DATED MAY 11, 2015, ITS NEWS RELEASE DATED JUNE 30, 2015, ITS FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2015, AND ITS NEWS RELEASE DATED NOVEMBER 16, 2015.
Second Liquidation Dividend Distribution
On April 19, 2016 EMRISE instructed its paying agent, VStock Transfer, LLC (Paying Agent), to begin the process of sending the previously announced second liquidation distribution of $0.36 per share (the Distribution) to its stockholders of record as of the close of business on July 7, 2015.
The Distribution is being made in connection with the Company’s previously announced voluntary Plan of Dissolution (the Plan) that was approved by its stockholders at a special meeting held on June 25, 2015. When paid, the Distribution will bring the total amount of liquidation distributions paid to stockholders under the Plan, to $1.11 per share.
The Distribution follows the previously announced closing on February 18, 2016, of the Company’s sale of its remaining business unit, CXR Anderson Jacobson S.A.S. (CXR-AJ) based in France (the Transaction). Details of the Distribution were disclosed in a news release disseminated on March 15, 2016, and in a Form 8-K filed with the Securities and Exchange Commission on March 18, 2016.
Third Liquidation Dividend Distribution
On October 24, 2016 EMRISE instructed its paying agent, VStock Transfer, LLC (Paying Agent), to begin the process of distributing the previously announced third liquidation dividend of $0.12 per share (the Distribution) to its stockholders of record as of the close of business on July 7, 2015.
The Distribution is being made in connection with the Company’s previously announced voluntary Plan of Dissolution (the Plan) that was approved by EMRISE stockholders at a special meeting held on June 25, 2015. The Distribution brings the aggregate total of liquidation dividends distributed to stockholders under the Plan, to $13.37 million, or $1.23 per share.
As previously announced, the Distribution includes $900,000, or approximately $0.08 per share, that has been on deposit in an escrow account set up to secure certain indemnification obligations of the Company related to the June 30, 2015 sale of the Company’s wholly owned Electronic Devices subsidiary in England, EMRISE Electronics Ltd. (EEL). The Distribution also includes an additional $400,000, or $0.04 per share, from a reduction in the estimate of future dissolution liabilities.
At this time, EMRISE cannot determine when, or if, it will be able to make a subsequent liquidation dividend distribution to its stockholders, or the amount of any such distribution. The determination of whether any such distribution can be made could occur in the second quarter of 2017 and would depend on a variety of factors, including the timely receipt of the monies payable on the promissory note related to the February 2016 sale of its Communications Equipment subsidiary in France, CXR Anderson-Jacobson (CXR-AJ); the determination and payment of State and Federal taxes; and the payment of other costs in connection with the dissolution of the Company.
Following the Third Liquidation Dividend Distribution, and as necessary, EMRISE intends to make additional public disclosures to provide its stockholders subsequent updates on the status of the Plan.
As necessary, EMRISE intends to make public disclosures to provide its stockholders subsequent updates on the status of the Plan, the first of which could occur in approximately six months.
Only holders of record of the Company’s common stock as of the close of business on July 7, 2015 will be eligible to receive distributions of funds from the sale of the Company’s assets, in connection with the Company’s dissolution.
FOR A DETAILED DESCRIPTION OF THE PLAN AND THE MATTERS RELATING TO IT, STOCKHOLDERS ARE ENCOURAGED TO READ CAREFULLY THE COMPANY’S NEWS RELEASE DATED JUNE 30, 2015, ITS FORM 8K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 2015, AND THE PROXY STATEMENT IT MAILED TO STOCKHOLDERS BEGINNING MAY 11, 2015.
Forward Looking Statements
Certain statements in the above content and oral statements made from time to time by representatives of EMRISE regarding the Transaction and the dissolution and liquidation of the Company, the liabilities of EMRISE, the net proceeds anticipated to be available for distribution to the Company’s stockholders, the distribution of funds to stockholders and other matters, all of which are based on information currently available to the Company’s management as well as management’s assumptions and beliefs, are forward-looking statements (“forward-looking statements”) within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose, any such statements that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, or intentions that are signified by terminology such as “subject to,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “may,” “will,” “should,” “can,” the negatives thereof, variations thereon and similar expressions. Such forward-looking statements reflect the Company’s current views with respect to future events, based on what the Company believes are reasonable assumptions; however, such statements are subject to certain risks and uncertainties. Certain of these risks and uncertainties are described in greater detail in EMRISE’s filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update or review any forward-looking statements or information, whether as a result of new information, future events or otherwise. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, the Transaction or the Company’s dissolution and related transactions pursuant to the Plan.