EMRISE CORPORATION COMMENTS ON STATUS OF PREVIOUSLY
ANNOUNCED PLAN OF DISSOLUTION
DURHAM,NC - August 26,2015 - EMRISE CORPORATION (formerly traded on OTCQB under the symbol EMRI) (EMRISE" or the "company"), today commented on the status of its 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.
The EMRISE Board comprised of the Company's three independant directors noted that the execution of the Plan is currently proceeding as planned.
Details of the Company's sale of its Electronic Devices business unit, which constituted the sale of substantially all of its assets ( the "Transaction"), to an affiliate of Data Device Corporation, znd of the Plan are contained in the Company's Definitive Proxy Statement mailed to EMRISE stockholders on May 11,2015, its news release issued on June 30,2015, and its Form 8K filed with the Securities and Excvhange Commission on July 1, 2015.
As planned, the Company filed its Certificate of Dissolution with the Delaware Secretary of State on July 1, 2015. EMRISE ceased its business activities on that date, except as necessary, appropriate or desirable to effect a sale of its remaining assets, which includes the sale of CXR Anderson-Jacobson (“CXR-AJ”), its communications equipment business unit.
The Company continues to anticipate making an initial distribution to stockholders of record as of July 1, 2015, of approximately $0.95 to $1.00 per share of common stock, which constitutes approximately $10.3 million to $10.9 million in the aggregate, within 120 to 140 days following the closing of the Transaction on June 30, 2015. The $10.3 million to $10.9 million represents the expected net proceeds from the Transaction after deducting certain costs and reserves from the gross proceeds received by Company. EMRISE will issue a public announcement once the timing and final amount to be initially distributed to stockholders is determined.
EMRISE is also continuing to actively pursue the sales process for CXR-AJ that was previously disclosed and it will continue to operate CXR-AJ in the ordinary course of business until such time the sales process is completed. At that time EMRISE intends to issue a public statement describing the results of the sales process and the amount and timing of any subsequent distribution to stockholders, which will be determined in accordance with the Plan.
Only holders of record of the Company’s common stock as of the close of business on the date the Company filed its Certificate of Dissolution will be eligible to receive distributions of the Company’s assets, in connection with the Company’s dissolution.
FOR A DETAILED DESCRIPTION OF THE PLAN OF DISSOLUTION 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 COMMISION ON JULY 1, 2015, AND THE PROXY STATEMENT IT MAILED TO STOCKHOLDERS BEGINING MAY 11, 2015.
Forward Looking Statements
Certain statements in this press release 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 of Dissolution.