Remaining State-Tax Clearance Notice Not Yet Received
WOODBRIDGE, NJ – April 23, 2019 – EMRISE CORPORATION (formerly traded on OTCQB under the symbol EMRI) (“EMRISE” or the “Company”), today said that, except for receiving an official tax clearance notice from one remaining State (“Notice”), it has completed virtually all steps necessary to conclude the previously announced stockholder-approved voluntary Plan of Dissolution (“Plan”) and wind down the Company’s remaining business and operations. EMRISE believes that it paid all taxes due the remaining State some time ago. The Plan was approved by the Company’s stockholders at a special meeting held on June 25, 2015.
The Company, its attorneys and accountants have made several attempts to expedite receipt of the Notice, but in addition to not receiving the Notice, the State has not provided EMRISE a timeline for receipt of the Notice
Once the Notice is received, EMRISE will then establish the timing for completing its wind down and determine the amount of funds remaining from the sale of the Company’s assets, if any, that could be distributed to its stockholders in the form of a fifth and final liquidation dividend payment (“Final Distribution”).
Any Final Distribution would consist of funds remaining from the sale of the Company’s assets, if any, after distributing the four prior liquidation dividends to stockholders, the payment of all obligations associated with the Plan including the payment of State and Federal taxes, final costs associated with the liquidation and dissolution, and liabilities or obligations incurred in connection with the completion of the Plan and dissolution of the Company.
EMRISE intends to notify its stockholders about the timing and amount of any Final Distribution as soon as the Company is able to complete the Plan and wind down the Company.
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 8-K filed with the Securities and Exchange Commission (SEC) on July 1, 2015, and the Proxy Statement it mailed to stockholders on or about May 11, 2015.
Details of the sale of the Company’s wholly owned Electronic Devices subsidiary in England, EMRISE Electronics Ltd. (EEL), are contained in the Company’s news releases disseminated on June 30, 2015 and March 23, 2015, in its Proxy Statement mailed to stockholders beginning May 11, 2015 and in Forms 8-K filed with the SEC. Details of the sale of CXR-AJ are contained in the Company’s news releases disseminated on February 18, 2016 and December 28, 2015, and in Forms 8-K filed with the SEC.
Forward Looking Statements
Certain statements in this press release and oral statements made from time to time by representatives of EMRISE regarding the sales of the Company’s assets and the dissolution, liquidation and closing of the Company, the liabilities of EMRISE, the net proceeds anticipated to be available for Final 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 Final Distribution or the Company’s dissolution and related transactions pursuant to the Plan.
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Rene Caron (investors)
Mobile: (949) 813-6945