WOODBRIDGE, NJ – OCTOBER 18, 2019 – EMRISE CORPORATION (formerly traded on OTCQB under the symbol EMRI) (“EMRISE or the “Company”), today announced that, having received the final remaining document required to confirm tax clearance, the Company has concluded the execution of its stockholder-approved voluntary plan of dissolution (the “Plan”), by initiating the distribution of the fifth and final liquidation dividend to its stockholders and winding down and dissolving the Company (the “Dissolution”). The Plan was approved by its stockholders at a special meeting held on June 25, 2015.
EMRISE instructed its paying agent, VStock Transfer, LLC, to begin distributing the fifth and final liquidation dividend of $636,032, or $0.0585 (5.85 cents) per share to the Company’s stockholders on October 17, 2019 (the “Final Distribution”). Including the Final Distribution, there have been five liquidation dividends paid to EMRISE stockholders in the aggregate amount of $14,987,517, or $1.3785 per share of common stock. The total number of shares of EMRISE common stock issued and outstanding and used in the calculation of all five liquidation dividends was 10,872,337.
The Final Distribution consists of the all remaining funds from the sale of the Company’s assets after distributing the four prior liquidation dividends to stockholders, the payment of all known obligations associated with the Plan including the payment of State and Federal taxes and the final costs, liabilities or obligations incurred in connection with the completion of the Plan and the Dissolution.
In accordance with the stockholder-approved Plan, stockholders of record as of the close of business on July 7, 2015, received liquidation dividend distributions.
The Dissolution means that all the Company’s business operations and activities have ceased. No further public announcements will be made by EMRISE.
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 beginning 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 have been based on information then 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 statements made by third parties in respect to the Company, the Liquidation Dividend Distributions or the Company’s Dissolution and related transactions pursuant to the Plan.
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Rene Caron (investors)
Mobile: (949) 813-6945
Until March 31, 2020, you may also visit the EMRISE website at www.emrise.com