Asure Software Announces Plan to Take Company Private
January 29 2009 - 3:00PM
Marketwired
Asure Software (NASDAQ: ASUR), a leading provider of workforce
management software, today announced its plan to immediately begin
the process to take the Company private. This plan furthers the
Company's goals of maximizing shareholder value and realizing
substantial cost savings while accelerating the attainment of
profitability and positive cash flow.
As part of the plan announced today, Asure Software's Board of
Directors has approved a 750-to-1 reverse split of the Company's
common shares followed immediately by a 1-to-750 forward split. Any
fractional shares remaining after the reverse split is effective
will be paid out in cash at a valuation of $0.36 per share on a
pre-split basis. The Company's shareholders will be asked to
approve the reverse/forward stock spilt at a Special Meeting of
Shareholders at a date to be determined. In order to initiate the
reverse/forward stock split, a preliminary proxy statement and
Schedule 13E-3 will be filed with the Securities and Exchange
Commission in the upcoming days.
Prior to the Special Meeting of Shareholders, a definitive proxy
statement will be mailed to all shareholders entitled to vote. If
the reverse/forward split is approved by the shareholders, it is
expected that the Company will have fewer than 300 shareholders of
record. The Company would then be able to voluntarily terminate the
registration of its common stock under the Securities Exchange Act
of 1934. In turn, the Company's periodic reporting requirements
with the Securities and Exchange Commission would be suspended and
the Company's classification as a public reporting company would
cease. The Company intends to take any further steps necessary to
take the Company private, including withdrawing its common stock
from listing on the NASDAQ Capital Market. It is expected that the
Company's stock will trade on the Over the Counter Market.
The annual cost savings expected to be captured from going
private are approximately $1 million, accelerating the attainment
of positive earnings and positive cash flow. Asure Software's Board
of Directors believes that this will allow the Company to maximize
enterprise value based on the substantial savings from being a
private company versus the cost of being a public company.
This transaction is expected to have no effect on Asure
Software's operations.
Commenting on the announcement, Richard N. Snyder, Asure
Software's President, CEO and Chairman of the Company's Board of
Directors, said, "I am pleased to announce, based on an extensive
review of a range of strategic options by the Board of Directors,
that we plan to take Asure Software private. My fellow Board
members and I unanimously agree that such a transaction is in the
best interest of our shareholders and of the Company in the longer
term. We look forward to continuing to execute our business plan at
lower levels of recurring corporate expense."
Subject to obtaining the required regulatory and shareholder
approvals, Asure Software expects the transaction to be completed
in the next several months.
About Asure Software
Headquartered in Austin, Texas, Asure Software (ASUR), (a d/b/a
of Forgent Networks, Inc.), empowers small to mid-size
organizations and divisions of large enterprises to operate more
efficiently, increase worker productivity and reduce costs through
a comprehensive suite of on-demand workforce management software
and services. Asure's market-leading suite includes products that
optimize workforce time and attendance tracking, benefits
enrollment and tracking, pay stubs and W2 documentation, expense
management, meeting and event management, and asset tracking and
reservations. With additional offices in Warwick, Rhode Island,
Vancouver, British Columbia, and Mumbai, India, Asure serves 3,500
customers around the world. For more information, please visit
www.asuresoftware.com.
Statements in this press release regarding Asure's business
which are not historical facts are "forward-looking statements"
that involve risks and uncertainties. Such risks and uncertainties
include those associated with continued listing of the Company's
securities on the NASDAQ Capital Market and those associated with
effecting a reverse split in order to become a private company.
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