WOODBRIDGE, NJ – January 25, 2018 – EMRISE CORPORATION (formerly traded on OTCQB under the symbol EMRI) (EMRISE or the Company), today said that in a recent filing by the U.S. Securities and Exchange Commission (the SEC), the SEC reported that it had issued an order revoking registration of EMRISE securities, effective January 19, 2018, pursuant to Section 12 (j) of the Securities Act of 1934 (the Order). EMRISE common stock was voluntarily delisted by the Company and trading of its common stock ceased on July 1, 2015. When it made that announcement on June 30, 2015, EMRISE also said it planned to seek relief from certain of its reporting obligations under the Securities Exchange Act of 1934, as amended, to conserve its available resources and assets following its dissolution.
The Order is in accordance with the Company’s previously announced voluntary plan of dissolution (the Plan) and does not impact the interests of the Company’s stockholders, including as related to their ownership of EMRISE common stock, the execution and completion of the Plan approved by its stockholders on June 25, 2015, and all previous, or future, if any, liquidation dividend distributions to the Company’s stockholders.
The Order was issued following discussions with the Company and the SEC’s acceptance of an Offer of Settlement from EMRISE. No financial penalties were imposed on EMRISE by the SEC, and no further action on this matter is expected.
A copy of the SEC filing is available at www.sec.gov and can be accessed using the link below: https://www.sec.gov/cgi-bin/browse-edgar?company=emrise&owner=exclude&action=getcompany
A copy of the filing by the SEC is also available on the EMRISE website at www.emrise.com
Completion of Dissolution; Final Distribution
The voluntary dissolution of EMRISE, which under the laws of Delaware requires three years to complete, remains on schedule and is expected to be completed in July 2018. As previously disclosed, the Company cannot determine at this time if it will be able to make another liquidation dividend distribution to its stockholders. If, however, such a distribution can be made, the amount would depend on a variety of factors including the payment of State and Federal taxes and other costs and liabilities associated with completing the dissolution of the Company. Any such distribution would occur at the conclusion of the dissolution process, would be the final distribution and the amount would be minimal.
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 its assets 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 Distributions or the Company’s dissolution and related transactions pursuant to the Plan.