netGuru Inc. Considers Delisting and Terminating SEC Reporting Obligations; Board of Directors Continues Evaluating Sale, Merge
17 Abril 2006 - 6:30AM
Business Wire
netGuru, Inc. (Company) (Nasdaq:NGRU) is considering delisting from
Nasdaq and terminating its SEC reporting obligations, while its
board of directors continues to evaluate opportunities to merge or
sell all or part of its remaining operations. Since November 2005,
the special committee appointed by netGuru's board of directors has
been evaluating strategic alternatives and options for the Company
and its information technology, Web 4, and engineering business
process outsourcing businesses. Discussions with a number of public
and private entities continue to be held involving potential asset
purchases, common stock purchases, and reverse mergers, but, to
date, interest has been at levels substantially below valuation
indicated by recent stock price. Currently, the Company's cash
position is approximately $3.3 million, of which $1.1 million
remains restricted in connection with the sale of the REI division
in November 2005, and another $1.4 million is reserved for
operational commitments, leaving approximately $800,000 in working
capital and accessible cash. Revenues are not expected to
measurably increase during the next six months and, although cost
reductions have continued in force since before the sale of REI,
ongoing operations continue to cause net cash usage. A substantial
portion of those ongoing expenses is attributable to being a
Nasdaq-listed and SEC-reporting company. As a result, the board has
determined that it may not be cost-effective for the Company to
remain listed on Nasdaq and maintain full-reporting status relative
to its remaining operations. Furthermore, as previously announced,
the Company is not in compliance with Nasdaq's $1.00 minimum
closing bid price requirement for continued listing on The Nasdaq
Capital Market. Therefore, an alternative under consideration to
conserve resources and avoid involuntary delisting is to
voluntarily delist the Company's shares from trading on Nasdaq and
terminate the Company's SEC reporting obligations under Sections 12
and 15 of the Securities Exchange Act of 1934. Considering the rate
of cash usage in light of the Company's current cash position, if a
merger or sale on acceptable terms is not consummated within the
next few months, the Company intends to proceed with steps to
delist from Nasdaq and terminate its SEC reporting obligations if
the Company is then eligible to do so. About netGuru netGuru is an
engineering services company offering engineering business process
outsourcing (EBPO) services for the architecture, engineering, and
construction (A/E/C) industry; document/project collaboration
software/solutions for A/E/C companies, enterprise software
providers, software integrators, and other businesses engaged in
document/project-centric operations; and technical services and
support. netGuru offices are located in the United States, Europe,
and India. For more information, please visit www.netguru.com. Safe
Harbor Statement under the Private Securities Litigation Reform Act
of 1995: With the exception of historical or factual information,
the matters discussed in this press release, including without
limitation, consideration to delist, consideration to terminate SEC
reporting obligations, potential sale of all or part of the
Company, level of interest relative to market value, present and
future cash position, cash requirements, revenues, and timing of
discussions and decisions regarding delisting and deregistration,
are forward-looking statements that involve risks and
uncertainties. Actual future results may differ. Factors that could
cause or contribute to such differences in results include, but are
not limited to, the special committee's ability to identify,
negotiate and consummate any divestiture or other strategic
transaction, netGuru's ability to conserve resources and implement
further reductions in ongoing expenses, legal and other
restrictions on netGuru's ability to voluntarily delist and
deregister its common stock, and other factors discussed in the
"Risk Factors" Section of netGuru's Form 10-KSB for the fiscal year
ended March 31, 2005, and other filings made with the U.S.
Securities and Exchange Commission.
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