NEW YORK, June 27, 2017 /PRNewswire/ -- ACRE Realty
Investors Inc. (NYSE MKT: AIII) (the "Company") today announced
that, after careful consideration of the available strategic
alternatives for the Company presented by management and
management's recommendation in favor of the liquidation and
dissolution of the Company, the Company's Board of Directors has
determined that it is in the best interests of the Company's
shareholders for the Company to dissolve, liquidate and distribute
to shareholders its available assets.
"After evaluating the Company's strategic options, the Board of
Directors has reached the conclusion that it is in the best
interests of the shareholders to dissolve and liquidate the
Company," stated Edward Gellert, the
Company's Chairman of the Board, Chief Executive Officer and
President. "The Board of Directors and management, together with
the Company's advisors, devoted substantial time and effort in
seeking, identifying and pursuing opportunities to enhance
shareholder value; however, the process to date has not yielded any
opportunities viewed by the Board as reasonably likely to provide
greater realizable value to shareholders than the complete
dissolution and liquidation of the Company," Mr. Gellert
continued.
The Company's dissolution was unanimously approved by the Board
of Directors but is subject to shareholder approval. The Company
intends to present this proposal to its shareholders at a special
meeting of shareholders at a time, date and location to be
announced. The Company will file prescribed proxy materials with
the Securities and Exchange Commission (the "SEC") in advance of
that meeting. If approved by the Company's shareholders, the
Company intends to file a notice of intent to dissolve with the
Georgia Secretary of State. After
filing the notice of intent to dissolve, the Company will send or
cause written notice of dissolution to be sent to each known
claimant against the Company and will publish a notice of intent to
dissolve in accordance with the requirements of Georgia law.
In connection with the dissolution, the Company intends to
liquidate the Company's assets and make adequate provision for all
of the Company's existing and reasonably foreseeable debts,
liabilities and obligations. The Company will, following notice
and, if any claims are untimely or rejected in whole or part, the
expiration of the deadline for filing suit by any claimant,
distribute the remainder of any assets to its shareholders
according to their respective rights and interests.
As of June 27, 2017, the Company
had one remaining land asset known as the Highway 20 property which
is under contract to be sold for a price of $4,725,000, and no outstanding indebtedness. The
Company expects the closing of the Highway 20 sale to occur on
Wednesday, June 28, 2017. The Company
expects that the New York Stock Exchange, Inc. will take immediate
action to suspend trading in the Company's common stock on the NYSE
MKT exchange following the closing of the Company's sale of the
Highway 20 property and to initiate a de-listing of the Company's
common stock from the NYSE MKT exchange. As of May 31, 2017, in addition to the Highway 20
property, the Company had cash and cash equivalents of $15,231,743. While the Company cannot
determine with certainty the amount of liquidating distributions it
will make to its shareholders, the Company expects to distribute
the remaining amount of such assets (which the Company expects to
be substantial) after payment of all of its current and anticipated
operating expenses, including expenses associated with the
dissolution, and to conduct an orderly wind down of its
operations.
Important Additional Information will be filed with the
SEC
This press release is for informational purposes only. It is not
a solicitation of a proxy. In connection with the dissolution, the
Company intends to file with the SEC a proxy statement and other
relevant materials. The Company's shareholders are urged to read
the proxy statement and the other relevant materials when they
become available because they will contain important information
about the dissolution of the Company. Shareholders may obtain a
free copy of the proxy statement and the other relevant materials
(when they become available), and any other documents filed by the
company with the SEC, at the SEC's web site at http://www.sec.gov.
In addition, the Company will make available or mail a copy of the
definitive proxy statement to shareholders of record on the record
date when it becomes available. Shareholders are urged to read the
proxy statement and the other relevant materials when they become
available before making any voting or investment decision with
respect to the dissolution of the Company.
Participants in the Solicitation
The Company and its directors, executive officers and certain
other members of its management and employees may be deemed to be
participants in the solicitation of proxies from the Company's
shareholders in connection with the proposed dissolution. Certain
information regarding the interests of such directors and executive
officers is included in the Company's Annual Report on Form 10-K
filed with the SEC on March 9, 2017
and will be included in the proxy statement relating to the
proposed dissolution when it becomes available.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These statements are
based on the current expectations and beliefs of the Company and
are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. Such factors and uncertainties
include, but are not limited to, the following: the ability of the
Company to obtain shareholder approval of the proposed dissolution;
the Company's ability to accurately estimate the amounts required
to pay all operating expenses, as well as other known,
non-contingent liabilities through the dissolution and winding up
process; the Company's ability to settle, make adequate provision
for or otherwise resolve its liabilities and obligations; the
precise nature, amount and timing of any distributions to
shareholders; the possibility that any distributions to
shareholders could be diminished or delayed by, among other things,
claims and unexpected or greater than expected expenses; and other
statements contained in this press release regarding matters that
are not historical facts. The Company undertakes no obligation to
update any forward-looking statement in this press release.
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SOURCE ACRE Realty Investors Inc.