Syntroleum Corporation Announces Voluntary Delisting Subject to Consummation of Asset Purchase by Renewable Energy Group, Inc...
27 Mayo 2014 - 3:00PM
Syntroleum Corporation (the "Company") (Nasdaq:SYNM) a renewable
and synthetic fuels technology company, today announced that it has
notified NASDAQ of its intent to voluntarily delist its common
stock from the NASDAQ Capital Market subject to and contingent upon
the consummation of the transactions contemplated by that certain
asset purchase agreement, dated as of December 17, 2013, by and
among the Company, Renewable Energy Group, Inc. and REG Synthetic
Fuels, LLC (the "Asset Purchase Agreement"). Following the
consummation of the transactions contemplated by the Asset Purchase
Agreement (the "Asset Sale"), the Company would have no further
ongoing business operations and would therefore no longer qualify
for listing on the NASDAQ Capital Market. In addition, promptly
following the consummation of the Asset Sale, the Company intends
to close its stock transfer books and dissolve.
A vote by the Company's stockholders in order to approve the
Asset Sale, among other matters, is scheduled to occur on June 3,
2014. In the event that the Asset Sale is approved by the Company's
stockholders on that date and the other conditions to closing set
forth in the Asset Purchase Agreement have been satisfied or
waived, the Company intends to consummate the Asset Sale on June 3,
2014.
If the Asset Sale is consummated on June 3, 2014, the Company
intends to file a Form 25 with the United States Securities and
Exchange Commission on June 6, 2014. However, if the Asset Sale is
not consummated on June 3, 2014, the filing of the Form 25 will be
delayed to the date three calendar days following the date on which
the Asset Sale is consummated.
Trading in the Company's common stock will cease as of 4PM
Eastern Time on the date on which the Form 25 is filed and the
CUSIP for the Company's common stock will be suspended at that
time.
The Company intends to file a Certificate of Dissolution with
the Secretary of State of the State of Delaware on the date three
calendar days following the date on which the Form 25 is filed (the
"Final Record Date") and close its stock transfer books as of the
close of business on the Final Record Date. Only holders of record
of the Company's common stock as of the close of business on the
Final Record Date will be eligible to receive distributions of the
Company's assets, if any, in connection with the Company's
liquidation.
The Company intends to announce via press release the closing of
the Asset Sale and will confirm the date on which the Form 25 will
be filed and the Final Record Date at that time.
Note Regarding Forward-Looking Statements
This Press Release contains forward-looking statements within
the meaning of Private Securities Litigation Reform Act of 1995, as
amended, that involve risks and uncertainties. These
forward-looking statements include any statements regarding the
Company's strategic and operational plans. Forward-looking
statements should not be read as a guarantee of future performance
or results, and will not necessarily be accurate indications of the
times at, or by, which such performance or results will be
achieved. Forward-looking statements are based on information
available at the time those statements are made and/or management's
good faith belief as of that time with respect to future events,
and are subject to risks and uncertainties that could cause actual
performance or results to differ materially from those expressed in
or suggested by the forward-looking statements. The Company does
not intend, and undertakes no duty, to update this information to
reflect future events or circumstances.
CONTACT: Karen Power
kpower@syntroleum.com
Syntroleum Corp. (MM) (NASDAQ:SYNM)
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