SEATTLE, April 16, 2012 /PRNewswire/ -- WMI Holdings
Corp. (Pink Sheets: WMIH.PK) (the "Company"), formerly Washington
Mutual, Inc., announced today that the Audit Committee of the
Company's Board of Directors approved the appointment of Burr
Pilger Mayer, Inc. as the Company's new independent registered
public accounting firm, effective as of April 10, 2012, to perform independent audit
services for the Company.
Mike Willingham, Chairman of the
Board of Directors, stated, "We are pleased to have Burr Pilger
Mayer, Inc. engaged as the Company's new auditors to provide audit
services in connection with the audit of the Company's financial
statements. We look forward to working with our new
auditors."
The Company also noted that it has become aware that its new
common stock is trading on the pink sheets on an unsolicited quote
basis, even though the Company has not taken any steps or actions
to list or otherwise facilitate any trading in its common
stock. The Company reminds shareholders and investors that it
has no control over the trading of its securities on the pink
sheets, except for the restrictions on transfers contained in the
Company's Amended and Restated Articles of Incorporation (the
"Articles") and the Company's Amended and Restated Bylaws (the
"Bylaws").
As previously disclosed, the Company's Articles and Bylaws
impose significant transfer restrictions on the Company's new
common stock. These court-approved transfer restrictions have
been adopted in order to protect the Company's ability to utilize
significant net operating loss carry-forwards under and in
accordance with regulations promulgated by the Internal Revenue
Service. Specifically, among other things, without the
consent of the Board, these provisions (a) restrict the
ability of a shareholder to acquire or own more than 4.75% of new
common stock and (b) restrict the ability of a shareholder to
dispose of new common stock if such shareholder owns, as of
March 19, 2012, the date the Company
emerged from bankruptcy, more than 4.75% of new common stock.
The Articles provide that transactions in the Company's new common
stock in violation of these transfer restrictions will be
void.
These transfer restrictions are set forth in Article VI of the
Articles and Section 9.9 of the Company's Bylaws. All
shareholders and investors are advised to review the restrictions
on transfer contained in the Articles and Bylaws. A
restricted legend has been placed on certificates representing the
Company's new common stock. You also should consult with your
legal, financial and tax advisors with respect to how these
transfer restrictions potentially affect your holdings of or
investment in new common stock.
As previously disclosed, the new Board of Directors has formed a
Corporate Strategy & Development Committee to explore
opportunities available to the Company to deploy its assets and
enhance shareholder value.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain statements that may be
deemed to be forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are based on the Company's current
plans, expectations, estimates and management's beliefs about the
Company's future performance. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" or
variations of such words and similar expressions are intended to
identify such forward-looking statements. These
statements are not guarantees of future performance and are subject
to risks and uncertainties that are difficult to predict and which
may cause the Company's actual results and performance to differ
materially from those expressed or forecasted in any such
forward-looking statements. These risks include, among
other factors, changes in business, economic and market conditions,
changes in government regulation, and changes in the competitive
environment in which the Company operates. Some of the
specific risks that are associated with the Company include, but
are not limited to, the following: (i) the Company does not
currently intend to have any of its securities listed on an
exchange or a national market and, therefore, its common stock may
have less liquidity than exchange-traded securities;
(ii) transfers of the common stock of the Company are and will
continue to be subject to certain transfer restrictions as set
forth in the Articles and Bylaws; (iii) there is no guarantee
that the Company will be able to successfully utilize the net
operating losses that will be retained by the Company; and
(iv) the Company may need to seek regulatory approval from the
Hawaii State Insurance Commissioner from time to time with respect
to certain aspects of WM Mortgage Reinsurance Company, Inc.'s
operations. However, readers should carefully review the
statements set forth in the reports, which the Company has filed or
will file from time to time with the Securities and Exchange
Commission.
SOURCE WMI Holdings Corp.