Eros STX Global Corporation (NYSE: ESGC) (“ErosSTX”, the
“Company”, “we” or “our”) today announced that its Board of
Directors has approved a one-for-twenty reverse split of its issued
and outstanding A and B ordinary shares (the "Reverse Stock
Split"). The Reverse Stock Split will become effective as of 5:00
p.m. Eastern Time on February 7, 2022 (the "Effective Date"), and
the Company's A ordinary shares are expected to begin trading on a
post-split basis when the market opens on February 8, 2022.
The Company's A ordinary shares will continue to trade on The
New York Stock Exchange ("NYSE") under the symbol "ESGC." The new
CUSIP number for the A ordinary shares following the Reverse Stock
Split will be G3788R105.
The Reverse Stock Split is being implemented with the
expectation that it will increase the market price per share of the
Company's A ordinary shares, which is required for the Company to
regain compliance with the NYSE's minimum trading price criteria
for continued listing.
The Reverse Stock Split will reduce the number of A ordinary
shares from 357.3 million to 17.9 million and the number of B
ordinary shares from 21.7 million to 1.1 million. The Reverse Stock
Split will not modify any rights or preferences of the Company's
ordinary shares and there will be a proportionate adjustment in the
par value per share.
No fractional shares will be issued in connection with the
Reverse Stock Split. Shareholders who otherwise would be entitled
to receive fractional shares will instead receive an amount of cash
equal to the fraction of one share to which such holder would
otherwise be entitled, multiplied by the average (after taking into
account the ratio at which the Reverse Split is effected) of the
intraday volume weighted average price (“VWAP”) of the Company’s A
ordinary shares on the NYSE for the five trading days immediately
preceding the Effective Date.
Computershare Trust Company, N.A. (“Computershare”), the
Company’s transfer agent, will act as the exchange agent for the
Reverse Stock Split. Shareholders with certificated A ordinary
shares will receive a letter of transmittal from Computershare with
instructions on how to surrender certificates representing
pre-split shares. Shareholders should not send in their pre-split
certificates until they receive a letter of transmittal from
Computershare. Shareholders with book-entry shares or who hold
their shares through a bank, broker or other nominee will not need
to take any action. Stockholders of record who held pre-split
certificates will receive their post-split shares book-entry and
will be receiving a statement from Computershare regarding their
common stock ownership post-Reverse Stock Split.
About Eros STX Global Corporation
Eros STX Global Corporation (NYSE: ESGC) is a global
entertainment company that acquires, co-produces and distributes
films, digital content and music across multiple formats such as
theatrical, television and OTT digital media streaming to consumers
around the world. Eros International Plc changed its name to Eros
STX Global Corporation pursuant to the July 2020 merger with STX
Entertainment, merging two international media and entertainment
groups to create a global entertainment company with a presence in
over 150 countries. ErosSTX delivers star-driven premium feature
film and episodic content across a multitude of platforms at the
intersection of the world’s most dynamic and fastest-growing global
markets, including US, India, Middle East, Asia and China. For
further information, please visit ErosSTX.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information provided in this communication includes
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, and
such statements are subject to the safe harbors created thereby.
Generally, these forward-looking statements can be identified by
the use of forward-looking terminology such as “approximately,”
“anticipate,” “believe,” “estimate,” “continue,” “could,” “expect,”
“future,” “intend,” “may,” “plan,” “potential,” “predict,”
“project,” “seek,” “should,” “will”, “trending” and similar
expressions. Those statements include, among other things, the
discussions of the Company’s business strategy and expectations
concerning its and the Company’s market position and future
operations. All such forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ
materially from those that we are expecting, including, without
limitation: our ability to successfully and cost-effectively source
film content; the Company’s ability to achieve the desired growth
rate of Eros Now; our ability to maintain or raise sufficient
capital; delays, cost overruns, cancellation or abandonment of the
completion or release of the Company’s films; our ability to
predict the popularity of its films, or changing consumer tastes;
our ability to maintain existing rights, and to acquire new rights,
to film content; our ability to successfully defend any future
class action lawsuits we are a party to in the U.S.; anonymous
letters to regulators or business associates or anonymous
allegations on social media regarding the Company’s business
practices, accounting practices and/or officers and directors; our
ability to recoup the full amount of box office revenues to which
it is entitled due to underreporting of box office receipts by
theater operators; our dependence on our relationships with theater
operators and other industry participants to exploit the Company’s
film content; our ability to mitigate risks relating to
distribution and collection in international markets; our ability
to compete with other forms of entertainment; our ability to combat
piracy and to protect our intellectual property; our ability to
maintain an effective system of internal control over financial
reporting; contingent liabilities that may materialize, our
exposure to liabilities on account of unfavorable
judgments/decisions in relation to legal proceedings involving the
Company or its subsidiaries and certain of its directors and
officers; our ability to successfully respond to technological
changes; our ability to satisfy debt obligations, fund working
capital and pay dividends; the monetary and fiscal policies of
countries around the world, inflation, deflation, unanticipated
turbulence in interest rates, foreign exchange rates, equity prices
or other rates or prices; our ability to address the risks
associated with acquisition opportunities; risks that the ongoing
novel coronavirus pandemic and its spread, and related public
health measures, may have material adverse effects on our business,
financial position, results of operations and/or cash flows; the
occurrence of any event, change or other circumstances that could
give rise to the termination of the purchase agreement or the
failure to satisfy the closing conditions; the possibility that the
consummation of the transactions contemplated by the purchase
agreement is delayed or does not occur; uncertainty as to whether
the parties will be able to complete the transactions contemplated
by the purchase agreement on the terms set forth therein; the
outcome of any legal proceedings that may be instituted against the
parties or others following announcement of the transactions
contemplated by the purchase agreement; challenges, disruptions and
costs of the transactions contemplated by the purchase agreement
and related transactions; risks that the transactions contemplated
by the purchase agreement disrupt current plans and operations that
may harm the Company’s businesses; the amount of any costs, fees,
expenses, impairments and charges related to the transactions
contemplated by the purchase agreement; uncertainty as to the
effects of the announcement or pendency of the transactions
contemplated by the purchase agreement and related transactions on
the market price of the Company’s A Ordinary Shares and/or the
Company’s financial performance; completion of the contemplated
refinancing or strategic transactions; uncertainty as to the
long-term value of the Company’s ordinary shares; the completion of
the Company’s fiscal 2021 audit and filing of its Annual Report on
Form 20-F; and the effect of a reverse stock split.
The forward-looking statements contained in this communication
are based on historical performance and management’s current plans,
estimates and expectations in light of information currently
available and are subject to uncertainty and changes in
circumstances. There can be no assurance that future developments
affecting the Company will be those that it has anticipated. Actual
results may differ materially from these expectations due to
changes in global, regional or local political, economic, business,
competitive, market, regulatory and other factors, many of which
are beyond the Company’s control. Should one or more of these risks
or uncertainties materialize or should any of the Company’s
assumptions prove to be incorrect, the Company’s actual results may
vary in material respects from what the Company may have expressed
or implied by these forward-looking statements. The Company
cautions that you should not place undue reliance on any of its
forward-looking statements. Any forward-looking statement made by
the Company in this communication speaks only as of the date on
which the Company makes it. Factors or events that could cause the
Company’s actual results to differ may emerge from time to time,
and it is not possible for the Company to predict all of them. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
applicable securities laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20220128005524/en/
Drew Borst EVP, Investor Relations, Business Development &
Corp. Finance Eros STX Global Corporation drew@erosstx.co
Eros STX Global (NYSE:ESGC)
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