Pulse Electronics Announces Initiative to Reduce Costs Through Voluntary NYSE Delisting and SEC Deregistration
September 26 2014 - 7:30AM
Business Wire
Pulse Electronics Corporation (“Pulse Electronics”) (NYSE:
PULS), a leading provider of electronics components, announced
today that it has submitted written notice to the New York Stock
Exchange (the “NYSE”) of its decision to voluntarily delist its
common stock from the NYSE and to deregister its common stock under
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). After careful consideration, Pulse Electronics’ board of
directors decided to delist from the NYSE and deregister its common
stock with the Securities and Exchange Commission (the "SEC") as it
believes that the savings that will benefit the company and its
shareholders outweigh the advantages of continuing as a NYSE listed
and SEC reporting company. Without the annual accounting and legal
costs and administrative burdens associated with SEC reporting
obligations and compliance with the Sarbanes-Oxley Act, Pulse
Electronics believes it will be able to reduce its costs while
still maintaining appropriate financial controls. Pulse Electronics
further believes that these changes will provide for greater
operational efficiencies that will allow the company to better
focus on its business.
The company intends to file a Form 25 with the SEC to
voluntarily delist its common stock on or about October 6, 2014.
Delisting from the NYSE is expected to become effective 10 days
after the filing date of the Form 25. Following delisting and
provided that Pulse Electronics continues to meet the applicable
legal requirements, it intends to file a Form 15 with the SEC on or
about October 16, 2014 to terminate the registration of its common
stock under the Exchange Act. Pulse Electronics expects the
termination of registration under the Exchange Act will become
effective 90 days after the date of the filing of the Form 15 with
the SEC. In the event the NYSE or the SEC delays or denies the
company's delisting or deregistration, following the effective date
of delisting, or the withdrawal of registration under Section 12(b)
is delayed by the SEC, the company will file, within 60 days of
such delay or denial, any reports and forms with the SEC that would
have been required.
After its shares have been delisted from the NYSE, Pulse
Electronics expects that its shares may be quoted on the OTC
Markets Inc. electronic quotation service if market makers commit
to make a market in the company’s shares. The OTC Markets is an
electronic network through which participating broker-dealers can
make markets and enter orders to buy and sell shares of issuers.
However, Pulse Electronics can provide no assurance that trading in
its common stock will continue on the OTC Markets or otherwise.
Moreover, Pulse Electronics common stock may become more illiquid
once it is no longer traded on the NYSE, which could negatively
impact market prices for the company’s stock and make it more
difficult for shareholders to sell their shares. For more
information about this service, please see www.otcmarkets.com.
About Pulse Electronics
Corporation
Pulse Electronics is an electronic components partner that helps
customers build the next great product by providing the needed
technical solutions. Pulse Electronics has a long operating history
of innovation in magnetics, antennas and connectors, as well as the
ability to ramp quickly into high-quality, high-volume production.
The company serves the wireless and wireline communications, power
management, military/aerospace and automotive industries. Pulse
Electronics is a participating member of the IEEE, SFF, OIF,
HDBaseT Alliance, CommNexus, and MoCA. Visit the Pulse Electronics
website at www.pulseelectronics.com.
Cautionary Note
This press release contains or incorporates a number of
“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. Such statements are
based on current expectations, and are not strictly historical
statements. In some cases, you can identify forward-looking
statements by terminology such as “if,” “may,” “should,” “believe,”
“anticipate,” “future,” “forward,” “potential,” “estimate,”
“opportunity,” “goal,” “objective,” “growth,” “outcome,” “could,”
“expect,” “intend,” “plan,” “strategy,” “provide,” “commitment,”
“result,” “seek,” “pursue,” “ongoing,” “include” or in the negative
of such terms or comparable terminology. These forward-looking
statements inherently involve certain risks and uncertainties and
are not guarantees of performance or results, or of the creation of
shareholder value. Actual results may differ materially from these
expectations due to risks and uncertainties including, but not
limited to, the company’s ability to realize anticipated benefits
and/or cost savings from the deregistration of its common stock,
deliver long term shareholder value, the company’s ability to
complete and maintain its delisting and deregistration as
contemplated or at all, cause the company’s shares of common stock
to trade on the Pink Sheets or any other market, the risk that
deregistration of the company’s common stock will not beneficially
affect its financial condition and operations and other risks.
These and other factors or risks that could cause the company’s
actual results to differ materially from the results are more fully
described in its annual report, quarterly reports or other filings
with the Securities and Exchange Commission, which are available
through its website at www.pulseelectronics.com. Other unknown or
unpredictable factors could also affect the company’s business,
financial condition and results. There can be no assurance that any
of the estimated or projected results will be realized. You should
not place undue reliance on these forward-looking statements, which
apply only as of the date hereof. Subsequent events and
developments may cause the company’s views to change. The company
specifically disclaims any obligation to update any forward looking
statements except as may be required by law.
Copyright © 2014 Pulse Electronics Corporation. All rights
reserved. All brand names and trademarks are properties of their
respective holders.
Pulse Electronics CorporationJim ButlerSr. Director of Finance
and Treasurer858-674-8183jbutler@pulseelectronics.com