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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.

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.

Fourth Liquidation Dividend Distribution

On June 5, 2017 EMRISE instructed its paying agent, VStock Transfer, LLC (Paying Agent), to begin the process of distributing the previously announced fourth liquidation dividend of $980,000, or $0.09 per share, to its stockholders of record as of the close of business on July 7, 2015 (the Distribution).

The Distribution is being made in connection with the Company’s previously announced voluntary Plan of Dissolution that was approved by EMRISE stockholders at a special meeting held on June 25, 2015 (the Plan). The Distribution brings the aggregate total of liquidation dividends distributed to stockholders under the Plan to $14.35 million, or $1.32 per share.

As previously disclosed, the Distribution consists of funds from the sale of the Company’s assets after distributing the prior three liquidation dividends to stockholders; the payment of all obligations to date associated with the Plan; and after deducting the amount the Company believes will be required to pay State and Federal taxes and any remaining costs or liabilities incurred in connection with the dissolution of the Company.

Subsequent distribution

If EMRISE can make another liquidation dividend distribution to its stockholders, it would be the final such distribution, the amount would be minimal and it would only be made upon completion of the voluntary dissolution of the Company, which is currently scheduled to occur in July 2018.

In the future, EMRISE intends to only make public disclosures that are necessary to provide its stockholders with essential information about the status of the Plan.

 

CONTACTS:            

Allison Niccolls, Director of Operations
VStock Transfer, LLC
18 Lafayette Place
Woodmere, New York 11598
Phone: (212) 828-8436 Ext. 103
Facsimile: (646) 536-3179
www.VStockTransfer.com  
  Or   Rene Caron     
DresnerAllenCaron
(949) 474-4300
rcaron@dresnerallencaron.com

Other Information

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.

Stockholders Holding Physical Certificates:

For those stockholders who hold physical certificates for their shares of EMRISE common stock (“Certificate Holders”), checks for each Distribution are mailed to the Certificate Holders’ latest mailing address on file with the Company’s Paying Agent. Certificate Holders should contact the Paying Agent (contact information above) if they do not receive a check or if they need to make any changes to their addresses or accounts.

Stockholders Holding in “Street Name:”

For stockholders whose shares of EMRISE common stock are held in “Street Name” at a brokerage firm (“Street Name Holders”), the aggregate amount of funds required for the Distribution to the Street Name Holders are sent to DTC (Depository Trust Company). DTC then wire transfers to each of the brokerage firms involved the funds necessary for the brokerage firms to deposit the Distribution into the Street Name Holders’ brokerage accounts where EMRISE shares of common stock are held.  Street Name Holders should contact their brokerage firms if they have any questions regarding the receipt, processing and/or timing of the Distribution.

 

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.