Intrepid Sets Date for Shareholder Vote on Reverse Stock Split
June 30 2020 - 7:00AM
Intrepid Potash Inc. (NYSE:IPI) (“Intrepid”) has scheduled a
special meeting of stockholders on Tuesday, July 28, 2020, at 10:00
a.m., Mountain Time to vote on a non-dilutive reverse split of
Intrepid’s common stock at a ratio ranging from one-for-three (1:3)
to one-for-fifteen (1:15) and a related reduction in authorized
shares. The final ratio will be determined by Intrepid’s board
based on, among other factors, its stock price on the split date.
While Intrepid has regained compliance with NYSE minimum share
price requirements, management believes a reverse split is in the
best interests of Intrepid and stockholders by allowing more
flexibility to, among other things, potentially improve the
marketability and liquidity of its common stock and avoid the
possibility of future noncompliance with the listing requirements
of the NYSE.
The reverse split is not expected to have any impact on
Intrepid’s underlying business beyond freeing up management time to
focus on generating shareholder value and execute Intrepid’s
business strategy. Intrepid reviewed several hundred examples of
companies that have effected reverse splits as well as extensive
academic research and found no significant relationship between
splits and individual company valuations one year later.
Furthermore, Intrepid expects that achieving a share price over $5
through the reverse split will expose Intrepid stock to a broader
potential investor base who would not otherwise have been able to
invest in Intrepid’s due to investment policies.
Intrepid’s management reiterates that the reverse split is not
intended to have any dilutive effect on shareholders. If approved
by the stockholders and implemented, the reduction in authorized
shares accompanying the reverse split, depending on the reverse
split ratio, is intended to maintain as nearly as practicable the
current proportion of number of authorized shares of Intrepid’s
common stock relative to the number of shares of common stock
issued and outstanding. At present, Intrepid does not have
any plans for the authorized but unissued shares of common stock
that will become available following the implementation of a
reverse stock split, other than to accommodate additional shares of
common stock (on a pre-reverse split basis) to be authorized and
reserved for future equity awards under Intrepid’s Equity Incentive
Plan.
The special meeting will be held entirely online live via audio
webcast and stockholders will be able to attend and participate in
the special meeting online by visiting
www.virtualshareholdermeeting.com/IPI2020SM, where stockholders
will be able to listen to the special meeting live, submit
questions, and vote. Additional information can be found in the
proxy materials sent to each stockholder and filed with the
SEC.
About Intrepid:
Intrepid is a diversified mineral company that delivers
potassium, magnesium, sulfur, salt, and water products essential
for customer success in agriculture, animal feed, and the oil and
gas industry. Intrepid is the only U.S. producer of
muriate of potash, which is applied as an essential nutrient for
healthy crop development, utilized in several industrial
applications, and used as an ingredient in animal feed. In
addition, Intrepid produces a specialty fertilizer, Trio®, which
delivers three key nutrients, potassium, magnesium, and sulfate, in
a single particle. Intrepid also provides water, magnesium
chloride, brine, and various oilfield products and
services.Intrepid serves diverse customers in markets where a
logistical advantage exists and is a leader in the use of solar
evaporation for potash production, resulting in lower cost and more
environmentally friendly production. Intrepid's mineral production
comes from three solar solution potash facilities and one
conventional underground Trio® mine.
Intrepid routinely posts important information, including
information about upcoming investor presentations and press
releases, on its website under the Investor Relations tab.
Investors and other interested parties are encouraged to enroll
at intrepidpotash.com, to receive automatic email alerts for
new postings.
Forward-Looking Statements
This press release includes certain statements concerning
expectations for the future that are forward-looking within the
meaning of the federal securities laws. Forward-looking statements
contain known and unknown risks and uncertainties (many of which
are difficult to predict and beyond management's control) that may
cause Intrepid’s actual results in future periods to differ
materially from anticipated or projected results. Forward-looking
statements in this press release include, among others, statements
regarding Intrepid’s plans for a reverse stock split and reduction
in authorized shares and the effect of the same on Intrepid, its
business, management, and price, liquidity of and market for its
common stock. An extensive list of specific material risks and
uncertainties affecting Intrepid is contained in its Annual Report
on Form 10-K for the year ended December 31, 2019, and the most
recent quarterly and current reports filed with the Securities and
Exchange Commission from time to time. Any forward-looking
statements in this press release are made as of the date of this
press release, and Intrepid undertakes no obligation to update or
revise any forward-looking statements to reflect new information or
events.
Important Information
This communication may be deemed to be solicitation material in
connection with the proposals to be submitted to Intrepid’s
stockholders at its special meeting seeking approval to effect the
reverse stock split and a reduction in the number of authorized
shares of its common stock. In connection with the reverse stock
split and authorized shares reduction, Intrepid has filed a
definitive proxy statement on Schedule 14A with the U.S. Securities
and Exchange Commission (the “SEC”). Stockholders are urged to read
the definitive proxy statement and all other relevant documents
filed with the SEC because they contain important information about
the reverse stock split and authorized shares reduction.
Stockholders may obtain a copy of the definitive proxy statement
and other documents filed by Intrepid free of charge from the SEC’s
website, www.sec.gov. In addition, stockholders may obtain, without
charge, a copy of the definitive proxy statement and other relevant
filed documents by directing a request by mail to Intrepid Potash,
Inc., 1001 17th Street, Suite 1050, Denver, Colorado
80202, Attention: Secretary.
Participants in the Solicitation
Intrepid and its directors and executive officers may be deemed
to be participants in the solicitation of proxies from Intrepid’s
stockholders in respect of the reverse stock split and authorized
shares reduction. Information about Intrepid’s directors and
executive officers is set forth in Intrepid’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2019, filed
with the SEC on March 3, 2020, its Current Report on
Form 8-K filed with the SEC on April 24, 2020 and its proxy
statement for its 2020 Annual Meeting of Stockholders, which was
filed with the SEC on April 7, 2020. Investors may obtain
additional information regarding the interests of the company and
its directors and executive officers in the reverse stock split and
authorized shares reduction by reading the definitive proxy
statement relating to the special meeting.
Contact: Matt Preston, Vice President of
FinancePhone: 303-996-3048
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