ModusLink Global Solutions, Inc. (NASDAQ: MLNK) (the “Company” or
“ModusLink”) announced today that the Company will effect a reverse
split of the Company’s common stock, par value $0.01 per share,
immediately followed by a forward stock split of the Company’s common
stock, which are intended to reduce the costs associated with servicing
stockholder accounts holding relatively small numbers of shares of the
Company’s common stock. The ratio for the reverse stock split as
approved by the Company’s Board of Directors, and by the Company’s
Stockholders at the December 9, 2014 Annual Meeting of Stockholders, is
fixed at 1-for-100 and the ratio for the forward stock split is fixed at
100-for-1. The reverse and forward stock splits are expected to be
effective as of 5:00 p.m. and 5:01 p.m. Eastern Time, respectively, on
January 16, 2015, subject to final approval by NASDAQ, with a market
effective date of January 20, 2015.
The Company will arrange for the disposition of fractional share
interests of stockholders who hold fewer than 100 shares immediately
prior to the Reverse Split by having the Company’s transfer agent
aggregate such fractional share interests and sell the shares of Common
Stock resulting from such aggregation (the “Aggregated Shares”) in open
market transactions following the effectiveness of the Forward Split.
The Company’s transfer agent will, following completion of the sale of
all of the Aggregated Shares, pay to each registered stockholder who
holds fewer than 100 shares of Common Stock immediately prior to the
Reverse Split an amount, for each share of Common Stock held immediately
prior to the Reverse Split, equal to the average per-share price
received in the sale of the Aggregated Shares. The Company’s transfer
agent will limit the effect of the sales of Aggregated Shares on the
market price of the Company’s common stock by limiting its daily sales
to 25% or less of the trailing 30-day average trading volume preceding
the effective date.
Stockholders holding 100 or more shares of the Company’s common stock
immediately prior to the effective time of the reverse stock split will
not receive a cash payment, but will continue to hold the same number of
shares after completion of the reverse/forward stock split as they held
immediately prior to the reverse stock split. The Company expects both
registered and beneficial stockholder accounts holding less than 100
shares of common stock will be converted to cash pursuant to the
procedures described in the paragraph immediately above. However,
persons that beneficially hold shares through a nominee (such as a
broker or bank) will be advised to contact their nominee to be informed
of any procedures such holders may need to follow in order to ensure the
same treatment as registered stockholders.
The Company expects that approximately 1,000,000 of its outstanding
shares of common stock will be fractionalized as a result of the reverse
stock split and subsequently converted into the right to receive a cash
payment in exchange for each pre-reverse stock split share as described
above.
For more information regarding the reverse/forward stock split, please
refer to the Proxy Statement relating to the Company's stockholder
meeting held on December 9, 2014 that was previously mailed to the
Company’s stockholders.
About ModusLink
ModusLink Global Solutions, Inc. (MLNK),
executes comprehensive supply chain and logistics services that are
designed to improve clients’ revenue, cost, sustainability and customer
experience objectives. ModusLink is a trusted and integrated provider to
the world’s leading companies in consumer electronics, communications,
computing, medical devices, software and retail. The Company’s
operations are supported by more than 25 sites across North America,
Europe, and the Asia/Pacific region. For details on ModusLink’s flexible
and scalable solutions visit www.moduslink.com
and www.valueunchained.com,
the blog for supply chain professionals.
This release contains forward-looking statements, which address a
variety of subjects. All statements other than statements of historical
fact, including without limitation, those with respect to the Company’s
goals, plans, expectations and strategies set forth herein are
forward-looking statements. The following important factors and
uncertainties, among others, could cause actual results to differ
materially from those described in these forward-looking statements: the
Company’s ability to execute on its business strategy, including any
cost reduction plans and the continued and increased demand for and
market acceptance of its services, which could negatively affect the
Company’s ability to meet its revenue, operating income and cost savings
targets, maintain and improve its cash position, expand its operations
and revenue, lower its costs, improve its gross margins, reach and
sustain profitability, reach its long-term objectives and operate
optimally; failure to realize expected benefits of restructuring and
cost-cutting actions; the Company’s ability to preserve and monetize
it’s net operating losses; difficulties integrating technologies,
operations and personnel in accordance with the Company’s business
strategy; client or program losses; demand variability in supply chain
management clients to which the Company sells on a purchase order basis
rather than pursuant to contracts with minimum purchase requirements;
risks inherent with conducting international operations; and increased
competition and technological changes in the markets in which the
Company competes. For a detailed discussion of cautionary statements
that may affect the Company’s future results of operations and financial
results, please refer to the Company’s filings with the Securities and
Exchange Commission, including the Company’s most recent Annual Report
on Form 10-K and Quarterly Reports on Form 10-Q. Forward-looking
statements represent management’s current expectations and are
inherently uncertain. The Company does not undertake any obligations to
update forward-looking statements made by it.
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