Asure Software Provides Update on Plan to Take Company Private
April 23 2009 - 2:49PM
Marketwired
Asure Software (NASDAQ: ASUR), a leading provider of workforce
management software, today announced that the special meeting of
shareholders to consider privatizing the Company has been scheduled
for 10:00 a.m. local time on Tuesday, June 2, 2009 at the Company's
executive offices, 108 Wild Basin Road, Austin, Texas 78746. The
following items will be submitted for shareholder vote at such
meeting: (1) an amendment to the Company's Restated Certificate of
Incorporation to effect a 1-to-750 reverse stock split of the
Company's common stock; (2) an amendment to the Company's Restated
Certificate of Incorporation to effect a 750-to-1 forward stock
split of the Company's common stock; and (3) the postponement or
adjournment of the special meeting to permit further solicitation
of proxies in the event that an insufficient number of shares of
common stock are present in person or by proxy to approve the stock
splits.
The Company also announced today that it has filed a definitive
Proxy Statement and Schedule 13E-3 with the Securities and Exchange
Commission ("SEC") outlining the terms of the Company's proposed
going private transaction. Frequently asked questions regarding the
proposed transaction are provided in the opening pages of the Proxy
Statement.
"The plan to privatize the Company remains on track. Proxies
were mailed to Asure shareholders this week and assuming the
shareholders approve the proposal, the Company will become private
in June 2009. The privatization will enable the Company to save in
excess of $1M a year by suspending public reporting. However, we
intend to keep remaining shareholders informed and continue an open
dialogue as we execute our strategy. These savings, combined with
our positive outlook on revenue and other recent expense
reductions, will put us on a solid path to build a profitable
business in the very near future," commented Richard Snyder,
Asure's Chairman and Chief Executive Officer.
Under the terms of the proposed transaction, shareholders owning
fewer than 750 shares of the Company's common stock immediately
prior to the date the transaction takes effect would be entitled to
receive cash of $0.36 per share. Shareholders owning 750 shares or
more would continue to hold their shares following the completion
of the transaction.
The proposed transaction is anticipated to reduce the number of
shareholders of record to fewer than 300. As a result, Asure would
terminate the registration of its common stock under Section 12(g)
of the Securities Exchange Act of 1934, as amended. This would
cause the common stock to cease to be listed and traded on the
Nasdaq Capital Market and would suspend the Company's periodic
reporting requirements with the SEC. The shares may subsequently be
eligible for listing and trading on the Pink Sheets�, but such
trading opportunities will be dependent upon whether any
broker-dealers commit to make a market for the Company's common
stock.
Among other benefits, it is anticipated that Asure will achieve
cost savings through the de-registration and delisting of the
Company's common stock. Such cost savings would not be available to
the Company if its pending involuntarily delisting from the Nasdaq
Capital Market went into effect and its shares moved to the OTC
Bulletin Board, which would involve similar public reporting
requirements and compliance costs. Further, the Board of Directors
believes the transaction is consistent with the Company's long-term
growth strategy.
The Company's Board of Directors has unanimously approved the
proposed going private transaction. In reaching this conclusion,
the Board has determined the transaction to be in the best interest
of the Company and its shareholders, consistent with the Board's
long-term plan to maximize shareholder value. The Board has also
determined the transaction to be substantively and procedurally
fair to both cashed-out and continuing shareholders.
Additional details of the transaction may be found in Asure's
definitive Proxy Statement filed on April 21, 2009 with the SEC. A
copy of the definitive Proxy Statement may be downloaded from the
Internet at no charge from the SEC filings site located at
www.sec.gov/edgar.shtml.
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 and meeting
and event management. 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 privately held
company.
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