Marin Software’s Board of Directors Approves Reverse Stock Split
August 28 2017 - 7:33PM
Marin Software Incorporated (NYSE:MRIN), a leading provider of
cross-channel, cross-device, enterprise marketing software for
advertisers and agencies, today announced that its Board of
Directors has approved proposals to effect a reverse stock split
and reduce the number of authorized shares of Marin’s common stock.
The proposals are subject to stockholder approval to adopt an
amendment to Marin’s Restated Certificate of Incorporation.
“Over the past year, the board and management
have focused on putting in place initiatives to return Marin to
growth while operating with financial discipline to maximize
shareholder value," said Chris Lien, Chief Executive Officer of
Marin Software. "We believe this proposed change will enhance the
appeal of our common stock to the financial community, including
institutional investors and the general investing public.”
Marin expects to hold a special meeting of
stockholders on October 5, 2017 to obtain stockholder approval of
the reverse split, proposed at a ratio of not less than 6-to-1 and
not greater than 10-to-1, and to reduce the total authorized shares
of Marin’s common stock from 500,000,000 to a number equal to
500,000,000 multiplied by two times (2x) the reverse stock split
ratio. Marin’s Board of Directors will determine the exact ratio of
the stock split before October 6, 2017 without any further approval
or authorization of its stockholders. Marin believes these
proposals will increase the per share trading price of Marin’s
common stock.
The Company filed a preliminary proxy statement
regarding the special meeting with the U.S. Securities and Exchange
Commission. The preliminary proxy statement can be accessed for
free at www.sec.gov. Investors are encouraged to read the
preliminary proxy statement because it includes important
information regarding the special meeting.
Marin’s board of directors is soliciting proxies
in connection with this special meeting. The Company does not
believe that its officers or directors have interests in these
proposals that are different from or greater than those of any
other of its stockholders.
About Marin Software
Marin Software Incorporated’s (NYSE:MRIN)
mission is to give advertisers the power to drive higher
efficiency, effectiveness, and transparency in their paid marketing
programs that run on the world’s largest publishers. Marin provides
industry leading enterprise marketing software for advertisers and
agencies to measure, manage, and optimize billions of dollars in
annualized ad spend across the web and mobile devices. Offering an
integrated SaaS ad management platform for search, social, and
display advertising, Marin helps digital marketers improve
financial performance, save time, and make better decisions.
Advertisers use Marin to create, target, and convert precise
audiences based on recent buying signals from users’ search,
social, and display interactions. Headquartered in San Francisco,
with offices in eight countries, Marin’s technology powers
marketing campaigns around the globe. For more information about
Marin Software, please visit: http://www.marinsoftware.com.
Forward-Looking Statements
This press release contains forward-looking
statements including, among other things, Marin’s expectations
regarding the proposed reverse stock split, reduction in authorized
capital, the timing of its special meeting of stockholders, the
Board’s determination of the exact ratio of the stock split,
initiatives to return Marin to growth and maximize shareholder
value, and the reverse stock split’s effect on enhancing the appeal
of Marin’s common stock. These forward-looking statements are
subject to the safe harbor provisions created by the Private
Securities Litigation Reform Act of 1995. Actual results could
differ materially from those projected in the forward-looking
statements as a result of certain risk factors, including but not
limited to our ability to grow sales to new and existing customers;
our ability to expand our sales and marketing capabilities; our
ability to retain and attract qualified management and technical
personnel; delays in the release of updates to our product platform
or new features; competitive factors, including but not limited to
pricing pressures, entry of new competitors and new applications;
quarterly fluctuations in our operating results due to a number of
factors; inability to adequately forecast our future revenues,
expenses, adjusted EBITDA, cash flows or other financial metrics;
delays, reductions or slower growth in the amount spent on online
and mobile advertising and the development of the market for
cloud-based software; progress in our efforts to update our
software platform; adverse changes in our relationships with and
access to publishers and advertising agencies; level of usage and
advertising spend managed on our platform; our ability to expand
sales of our solutions in channels other than search advertising;
any slow-down in the search advertising market generally; shift in
customer digital advertising budgets from search to segments in
which we are not as deeply penetrated; the development of the
market for digital advertising; acceptance and continued usage of
our platform and services by customers and our ability to provide
high-quality technical support to our customers; material defects
in our platform including those resulting from any updates we
introduce to our platform, service interruptions at our single
third-party data center or breaches in our security measures; our
ability to develop enhancements to our platform; our ability to
protect our intellectual property; our ability to manage risks
associated with international operations; the impact of
fluctuations in currency exchange rates, particularly an increase
in the value of the dollar; near term changes in sales of our
software services or spend under management may not be immediately
reflected in our results due to our subscription business model;
adverse changes in general economic or market conditions; and the
ability to acquire and integrate other businesses. These
forward-looking statements are based on current expectations and
are subject to uncertainties and changes in condition,
significance, value and effect as well as other risks detailed in
documents filed with the Securities and Exchange Commission,
including our most recent Annual Report on Form 10-K, recent
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K
which we may file from time to time, all of which are available
free of charge at the SEC’s website at www.sec.gov. Any of these
risks could cause actual results to differ materially from
expectations set forth in the forward-looking statements. All
forward-looking statements in this press release reflect Marin’s
expectations as of the date hereof. Marin assumes no obligation to,
and expressly disclaims any obligation to update any such
forward-looking statements after the date of this release.
Investor Relations Contact:
Investor Relations, Marin Software
ir@marinsoftware.com
Media Contact:
Wesley MacLaggan
Marketing, Marin Software
(415) 399-2586
press@marinsoftware.com
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