francesca’s® Announces Reverse Stock Split
June 28 2019 - 4:01PM
Francesca’s Holdings Corporation (Nasdaq: FRAN) today announced
that its Board of Directors approved a reverse stock split of the
Company’s common stock at a ratio of 12-to-1. Earlier on
June 28, 2019, at the Company’s 2019 annual meeting of
stockholders, the Company’s stockholders approved a reverse stock
split of the Company’s common stock at a ratio not less than 5-to-1
and not greater than 35-to-1. The reverse stock split is expected
to be effective after market close on July 1, 2019 (the “Effective
Time”). The Company’s common stock is expected to begin trading on
a split-adjusted basis on The Nasdaq Stock Market LLC (“Nasdaq”) at
market open on July 2, 2019 under the new CUSIP number: 351793 203.
The trading symbol for the Company’s common stock will remain
“FRAN.”
At the Effective Time, every twelve (12) issued shares of the
Company’s common stock will be converted into one (1) share of the
Company’s common stock. Once effective, the reverse stock split
will reduce the number of shares of common stock issued and
outstanding from approximately 35.4 million to approximately 3.0
million.
No fractional shares will be issued in connection with the
reverse stock split. Stockholders who otherwise would be entitled
to receive a fractional share will instead be entitled to receive
cash (rounded down to the nearest cent, without interest and
subject to applicable withholding taxes) in lieu of such fractional
share from the Company’s transfer agent, Computershare Trust
Company, N.A., in an amount equal to the product obtained by
multiplying (a) the closing price per share of the Company’s
common stock at the Effective Time for the reverse stock split as
reported on Nasdaq, by (b) the fraction of the share owned by
such stockholder. Holders of the Company’s common stock held in
book-entry form or through a bank, broker or other nominee do not
need to take any action in connection with the reverse stock split.
Stockholders of record will be receiving information from the
Company’s transfer agent regarding their common stock ownership
post-split.
The reverse stock split will not modify any rights or
preferences of the Company’s common stock. The reverse stock split
is intended to increase the market price per share of the Company’s
common stock to ensure the Company regains full compliance with
Nasdaq’s minimum bid price requirement and maintains its
listing on Nasdaq. As previously announced, the Company can regain
compliance with Nasdaq’s minimum bid price requirement if the
closing bid price of the Company’s common stock is at least $1 per
share for a minimum of ten consecutive business days prior to July
31, 2019. The Company anticipates that the effects of the reverse
stock split will be sufficient for the Company to regain compliance
with Nasdaq’s minimum bid price requirement by July 31, 2019.
Forward-Looking Statements
Certain statements in this release are “forward-looking
statements” made pursuant to the safe-harbor provisions of the
Private Securities Litigation Reform Act of 1995, as amended. Such
forward-looking statements reflect the Company’s current
expectations or beliefs concerning future events and are subject to
various risks and uncertainties that may cause actual results to
differ materially from those that are expected. These risks and
uncertainties include, but are not limited to, the following: the
Company’s ability to attain the necessary stock price levels to
regain compliance with Nasdaq’s continued listing standards or,
even if achieved, to continue to satisfy Nasdaq’s qualitative and
quantitative continued listing standards in the future; the risk
that our exploration of strategic or financial alternatives may not
result in any transaction or alternative that enhances value, the
risk that we may not be able to successfully execute our turnaround
plan; the risk that we may not be able to successfully integrate
our Interim Chief Executive Officer and attract and integrate a new
Chief Executive Officer; the risk that we cannot anticipate,
identify and respond quickly to changing fashion trends and
customer preferences or changes in consumer environment, including
changing expectations of service and experience in boutiques and
online, and evolve our business model; our ability to attract a
sufficient number of customers to our boutiques or sell sufficient
quantities of our merchandise through our ecommerce website; our
ability to successfully open, close, refresh, and operate our
boutiques each year; our ability to efficiently source and
distribute merchandise quantities necessary to support our growth;
and the impact of potential tariff increases or new
tariffs. For additional information regarding these and other
risks and uncertainties that could cause actual results to differ
materially from those contained in the Company’s forward-looking
statements, please refer to "Risk Factors" in the Company’s Annual
Report on Form 10-K for the year ended February 3, 2019 filed with
the Securities and Exchange Commission (“SEC”) on May 3, 2019 and
any risk factors contained in subsequent quarterly and annual
reports it files with the SEC. The Company undertakes no obligation
to publicly update or revise any forward-looking statement.
About Francesca's Holdings Corporation
francesca's® is a specialty retailer which operates a
nationwide-chain of boutiques providing customers a unique, fun and
personalized shopping experience. The merchandise assortment is a
diverse and balanced mix of apparel, jewelry, accessories and
gifts. As of May 4, 2019, francesca's® operated approximately 722
boutiques in 47 states and the District of Columbia and also serves
its customers through francescas.com. For additional information on
francesca's®, please visit www.francescas.com.
CONTACT: |
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ICR, Inc. |
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Company |
Jean Fontana |
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Kelly Dilts 832-494-2236 |
646-277-1214 |
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Kate Venturina 832-494-2233 |
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IR@francescas.com |
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