Roadrunner Announces Approval of 1-for-25 Reverse Stock Split
March 13 2019 - 4:30PM
Business Wire
Roadrunner Transportation Systems, Inc. (“Roadrunner” or the
“company”) (NYSE: RRTS), a leading asset-right transportation and
asset-light logistics service provider, today announced that its
board of directors and the holders of a majority of the issued and
outstanding shares of the company’s common stock approved a
1-for-25 reverse split of the company’s issued and outstanding
shares of common stock. The 1-for-25 reverse stock split will be
effective upon the filing and effectiveness of a certificate of
amendment to Roadrunner’s amended and restated certificate of
incorporation after the market closes on April 4, 2019, and
Roadrunner’s common stock will begin trading on a split-adjusted
basis when the market opens on April 5, 2019.
When the reverse stock split becomes effective, every 25 shares
of Roadrunner’s issued and outstanding common stock will
automatically be converted into one share of common stock. No
fractional shares will be issued if, as a result of the reverse
stock split, a stockholder would otherwise become entitled to a
fractional share. Instead, stockholders who otherwise would hold
fractional shares will be entitled to cash payments (without
interest) in respect of such fractional shares. The reverse stock
split will not impact any stockholder’s percentage ownership of
Roadrunner, subject to the treatment of fractional shares.
Following the reverse stock split, the number of outstanding shares
of Roadrunner’s common stock will be reduced by a factor of 25. The
certificate of amendment to Roadrunner’s amended and restated
certificate of incorporation in connection with the reverse stock
split will also proportionately decrease the number of authorized
shares of common stock.
Roadrunner’s shares of common stock will continue to trade on
the New York Stock Exchange (“NYSE”) under the symbol “RRTS” but
will trade under a new CUSIP. The reverse stock split is expected
to increase the market price per share of Roadrunner’s common stock
in order to comply with the NYSE continued listing standards
relating to minimum price per share.
American Stock Transfer & Trust Company, LLC, Roadrunner’s
transfer agent, will act as the exchange agent for the reverse
stock split. Please contact American Stock Transfer & Trust
Company, LLC for further information at (877) 248-6417 or (718)
921-8317.
About Roadrunner Transportation Systems, Inc.
Roadrunner Transportation Systems is a leading asset-right
transportation and asset-light logistics provider offering a full
suite of services and solutions under the Roadrunner®, Active
On-Demand® and Ascent Global Logistics® brands. The Roadrunner
brand offers less-than-truckload, over-the-road truckload and
intermodal services. Active On-Demand offers premium mission
critical air and ground logistics solutions. Ascent Global
Logistics offers domestic freight management, retail consolidation,
international freight forwarding and customs brokerage. For more
information, please visit Roadrunner’s
websites, www.rrts.com and www.ascentgl.com.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, which relate to future events. Forward-looking statements
also include, among other things, statements regarding Roadrunner’s
reverse stock split and future stock trading, including the
expected timing of the reverse stock split. These statements are
often, but not always, made through the use of words or phrases
such as "may," "will," "anticipate," "estimate," "plan," "project,"
"continuing," "ongoing," "expect," "believe," "intend," "predict,"
"potential," "opportunity," and similar words or phrases or the
negatives of these words or phrases. These forward-looking
statements are based on Roadrunner's current assumptions,
expectations, and beliefs and are subject to substantial risks,
estimates, assumptions, uncertainties and changes in circumstances
that may cause Roadrunner's actual results, performance,
initiatives, or achievements, to differ materially from those
expressed or implied in any forward-looking statement. Because the
risks, estimates, assumptions and uncertainties referred to above
could cause actual results or outcomes to differ materially from
those expressed in any forward-looking statements, you should not
place undue reliance on any forward-looking statements. Any
forward-looking statement speaks only as of the date hereof, and,
except as required by law, Roadrunner assumes no obligation and
does not intend to update any forward-looking statement to reflect
events or circumstances after the date hereof except as required by
law. For a full discussion of risks and uncertainties, see the
section entitled "Risk Factors" in Roadrunner's Annual Report on
Form 10-K for the year ended December 31, 2018.
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version on businesswire.com: https://www.businesswire.com/news/home/20190313005549/en/
Reputation PartnersMegan Hakes414-376-3080ir@rrts.com
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