Safeguard Scientifics, Inc. (Nasdaq:SFE) (“Safeguard” or the
“Company”) today announced that its Board of Directors (the
“Board”) has approved a plan to cease the registration of the
Company’s common stock under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), following the completion of a
proposed reverse stock split transaction, which will be followed
immediately by a forward stock split, and to delist its shares of
common stock from trading on The Nasdaq Stock Market LLC
(“Nasdaq”).
In order to deregister its shares of common
stock, the Company must reduce its number of shareholders of record
to below 300. To accomplish this, the Board is proposing to amend
the Company’s articles of incorporation to effect a reverse stock
split of the Company’s common stock, followed immediately by a
forward stock split of the Company’s common stock, at a ratio (i)
not less than 1-for-50 and not greater than 1-for-100, in the case
of the reverse stock split, and (ii) not less than 50-for-1 and not
greater than 100-for-1, in the case of the forward stock split,
with the exact stock split ratios to be set within the foregoing
ranges at the discretion of the Board (and, in all cases, with the
forward stock split ratio being the inverse of the reverse stock
split ratio), without further approval or authorization of
shareholders and with the Board, in its sole discretion, able to
effect the stock splits immediately following the public
announcement of the stock split ratios or to elect not to effect
the proposed stock splits (whether or not authorized by the
shareholders) or to abandon the overall going private transaction
at any time if the Board determines in its business judgment that
the stock splits or the overall going private transaction is no
longer in the best interests of the Company or its shareholders
(“Stock Split Proposals”).
Stock Split Proposals are subject to obtaining
the requisite approval of the Company’s shareholders at a Special
Meeting of Shareholders to be held for that purpose, which is
currently expected to occur later this year.
If the Stock Split Proposals are approved by
shareholders at the Special Meeting and the Board decides to
proceed with the stock splits, shareholders of record owning
immediately prior to the effective time of the stock splits fewer
than a minimum number of shares, which, depending on the stock
split ratios chosen by the Board, would be between 50 and 100 (the
“Minimum Number”), would be entitled to a fraction of a share of
common stock upon the reverse stock split and will be paid cash in
lieu of such fraction of a share of common stock, on the basis of
$1.65, without interest (the “Cash Payment”), for each share of
common stock held by such holder (the “Cashed Out Shareholders”)
immediately prior to effective time and the Cashed Out Shareholders
would no longer be shareholders of the Company. Shareholders of
record owning at least the Minimum Number of shares immediately
prior to the effective time (the “Continuing Shareholders”) would
not be paid cash in lieu of any fraction of a share of common stock
such Continuing Shareholders may be entitled to receive upon the
reverse stock split. Upon the forward stock split, the shares of
common stock (including any fraction of a share of common stock)
held by such Continuing Shareholders after the reverse stock split
will be reclassified into the same number of shares of common stock
as such Continuing Shareholders held immediately prior to the
effective time. As a result of the forward stock split, the total
number of shares of common stock held by a Continuing Shareholder
would not change due to the stock splits.
If a shareholder holds fewer than the Minimum
Number of shares of common stock through a broker, bank or other
nominee, then such shareholder is considered the beneficial owner
of those shares, and the broker, bank or other nominee is
considered the shareholder of record with respect to those shares.
The Cash Payment for fractional shares will be available only to
record holders. Pursuant to the SEC rules and regulations, the
Company intends to treat each bank, broker or other nominee as one
shareholder of record. These banks, brokers and other nominees may
have different procedures for processing the Stock Splits. It is
possible that the bank, broker or other nominee also holds shares
for other beneficial owners of common stock and that it may hold at
least the Minimum Number, or more than the Minimum Number, of
shares of common stock in the aggregate. Therefore, depending upon
their procedures, such bank, broker or other nominee may not be
obligated to treat the Reverse Stock Split or the Forward Stock
Split as affecting beneficial owners’ shares held through such
broker, bank or other nominee. If a shareholder holds an account
with fewer than the Minimum Number of shares of common stock
through a broker, bank or other nominee and wants to ensure that
shares are cashed out, the Company encourages such shareholder to
promptly contact such holder’s bank, broker or other nominee to
change the manner in which the shares are held to a record holder
account in the shareholder’s own name so that such shareholder
becomes a record owner of the shares and could receive the Cash
Payment for fractional shares.
Based on the current information, the Company
estimates that (i) approximately 4,305 shares of the Company’s
common stock (or approximately 0.026% of the shares of common stock
currently outstanding) would be cashed out in the Stock Splits
(assuming that the Minimum Number is 75, which is the approximate
midpoint within the proposed range of Stock Split Ratios) and (ii)
the aggregate cost to the Company of the Stock Splits would be
approximately $1.2 million, which includes approximately $10,000,
if the Minimum Number is 75, needed to cash out fractional shares
as a result of the stock splits, approximately $300,000 of
transaction expenses, and approximately $900,000 of severance
costs, all of which the Company intends to fund using
cash-on-hand.
The Board has determined that the costs of being
a public reporting company outweigh the benefits, and, therefore,
it is no longer in the best interests of the Company’s shareholders
for the Company to remain a public reporting company. In
determining to approve the proposed transaction, the Board
considered the following factors, among others:
- the limited trading volume and
liquidity of common stock and the effect of enabling the Company’s
smallest shareholders of record (those holding fewer than the
Minimum Number of shares), who represent a disproportionately large
number of our record holders (but only approximately 0.034% and
0.016% of our outstanding shares in the case of shareholders of
record holding fewer than 100 shares and 50 shares, respectively),
to receive a premium in cash over market prices without incurring
brokerage commissions.
- the small effect of the proposed
transaction on the relative voting power of Continuing
Shareholders;
- the fact that the Company’s
business is expected to continue following the going private
transaction (including the stock splits) substantially as presently
conducted, but its management structure will be adjusted to provide
potential additional cost savings for Safeguard;
- the Company’s affiliated
shareholders, including its directors and executive officers and
10% shareholders, will be treated, in connection with the stock
splits, no differently than unaffiliated shareholders, including
unaffiliated Cashed Out Shareholders and unaffiliated Continuing
Shareholders; and
- financial analyses reviewed by the
Board in connection with the Board’s evaluation of the stock
splits, including the Cash Payment.
If the Stock Split Proposals are approved by
shareholders at the Special Meeting and the Board decides to
proceed with the going private transaction, the Company will take
steps to terminate the registration of its common stock with the
SEC and delist its common stock from trading on Nasdaq. Upon
effectiveness, (i) the Company would cease to file annual,
quarterly, current and other reports and documents with the SEC,
and (ii) the Company’s common stock would no longer be listed on
Nasdaq. In addition, the Company plans to adjust its existing
management structure in connection with the proposed transaction by
reducing the size of the Board to two members and reorganizing its
management to primarily use an external service provider, with
current executive officers and employees providing limited
consulting services to Safeguard, on an as-needed basis, on the
terms and schedule to be approved by the Board, at its discretion,
depending on the timing of the going private transaction. Safeguard
anticipates annual cost savings of approximately $1.5 million in
cash and a reduction in annual stock based compensation of
approximately $1.2 million after effecting the going private
transaction and related adjustments to our management structure.
However, these projected annual cost savings and reduction in stock
based compensation are only estimates, and our savings and
reduction in stock based compensation could be higher or lower than
$1.5 million and $1.2 million, respectively.
Consistent with the Company’s strategy to return
value to shareholders, Safeguard contemplates declaring a dividend
during the quarter ending December 31, 2023, subject to the Board
approval, using Safeguard’s excess cash that represents cash on
hand less the amounts required to be retained to support
Safeguard’s operations, satisfy its liabilities and pay costs of
the stock splits and the proposed transaction.
The terms of the stock splits and information
about the overall going private transaction will be set forth in
the preliminary proxy statement and Schedule 13E-3 filed by the
Company.
About Safeguard Scientifics
Historically, Safeguard Scientifics has provided
capital and relevant expertise to fuel the growth of
technology-driven businesses. Safeguard has a distinguished track
record of fostering innovation and building market leaders that
spans more than six decades. Safeguard is currently pursuing a
focused strategy to value-maximize and monetize its ownership
interests over a multi-year time frame to drive shareholder value.
For more information, please visit www.safeguard.com.
Additional Information and Where to Find
ItTHIS PRESS RELEASE IS ONLY A BRIEF DESCRIPTION OF THE
TRANSACTION. IT IS NOT A REQUEST FOR OR SOLICITATION OF A PROXY OR
AN OFFER TO ACQUIRE OR SELL ANY SHARES OF COMMON STOCK. THE COMPANY
INTENDS TO FILE A PROXY STATEMENT AND OTHER REQUIRED MATERIALS,
INCLUDING SCHEDULE 13E-3, WITH THE SEC CONCERNING THE TRANSACTION.
A COPY OF ALL FINAL PROXY MATERIALS WILL BE MADE AVAILABLE TO
SHAREHOLDERS PRIOR TO A SPECIAL MEETING OF SHAREHOLDERS AT WHICH
THE COMPANY’S SHAREHOLDERS WILL BE ASKED TO VOTE ON THE PROPOSALS
DESCRIBED IN THE MATERIALS PROVIDED BY THE COMPANY. THE COMPANY
URGES ALL SHAREHOLDERS TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, AS WELL AS ALL OTHER RELEVANT DOCUMENTS FILED WITH THE
SEC, BECAUSE THOSE DOCUMENTS WILL INCLUDE IMPORTANT INFORMATION. A
FREE COPY OF ALL MATERIALS THE COMPANY FILES WITH THE SEC,
INCLUDING THE COMPANY’S SCHEDULE 13E-3 AND PROXY STATEMENT, WILL BE
AVAILABLE AT NO COST ON THE SEC’S WEBSITE AT WWW.SEC.GOV. WHEN
THOSE DOCUMENTS BECOME AVAILABLE, THE PROXY STATEMENT AND OTHER
DOCUMENTS FILED BY THE COMPANY MAY ALSO BE OBTAINED WITHOUT CHARGE
BY DIRECTING A REQUEST TO SAFEGUARD SCIENTIFICS, INC., 150 N.
RADNOR CHESTER RD., STE F-200, RADNOR, PA 19087, ATTENTION:
CORPORATE SECRETARY.
Participants in the
Solicitation
The Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. A list of the
names of such directors and executive officers and information
concerning such participants’ ownership of common stock is set
forth in the Company’s proxy statements and Annual Reports on Form
10-K previously filed with the SEC. Additional information about
the interests of those participants may be obtained from reading
the proxy statement relating to the proposed transaction when it
becomes available, or by directing a request to Safeguard
Scientifics, Inc., 150 N. Radnor Chester Rd., Ste F-200, Radnor, Pa
19087, Attention: Corporate Secretary, telephone: 610-293-0600.
Forward Looking Statements This
press release may contain forward-looking statements that are being
made pursuant to the Private Securities Litigation Reform Act of
1995, which provides a “safe harbor” for forward-looking statements
to encourage companies to provide prospective information so long
as those statements are accompanied by meaningful cautionary
statements identifying important factors that could cause actual
results to differ materially from those discussed in the statement.
Such forward-looking statements include statements about the
perceived benefits and costs of the proposed transaction, the
number of shares of the Company’s common stock that are expected to
be cashed out in the stock splits and the timing and shareholder
approval of the stock splits. Such forward-looking statements are
subject to a number of known and unknown risks and uncertainties
that could cause actual results, performance or achievements to
differ materially from those described or implied in such
forward-looking statements. Accordingly, actual results may differ
materially from such forward-looking statements. The
forward-looking statements relating to the proposed transaction are
based on the Company’s current expectations, assumptions, estimates
and projections about the Company and involve significant risks and
uncertainties, including the many variables that may impact the
Company’s projected cost savings, variables and risks related to
consummation of the stock splits and the proposed transaction, SEC
regulatory review of the Company’s filings related to the proposed
transaction, and the continuing determination of the Board that the
proposed transaction is in the best interests of all shareholders.
The Company assumes no obligation for updating any such
forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such
forward-looking statements.
SAFEGUARD CONTACT:
Mark Herndon
Chief Financial Officer
(610) 293-0600
mherndon@safeguard.com
Safeguard Scientifics (NASDAQ:SFE)
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