ABATIX CORP. Announces Going Private Transaction
MESQUITE, Texas, Sept. 25, 2012 /PRNewswire/ -- ABATIX CORP. (OTC PINK SHEETS: ABIX) today announced the Company's board of directors ("Board") approved a formal proposal from stockholders owning 77.9% of Abatix Corp.'s ("Abatix" or the "Company") common stock to take the Company private through a 40,000 to one reverse stock split of its common stock (the "Reverse Stock Split"). Any stockholder holding less than one share following the Reverse Stock Split will receive $14.75 in cash for each Abatix share held prior to the Reverse Stock Split. When the Reverse Stock Split is completed, it is expected that the number of beneficial stockholders of Abatix common stock will be reduced to approximately four, allowing the Company to become a private company.
The Board previously formed a special committee comprised of all independent directors ("Special Committee") to evaluate the Company's strategic alternatives. The Special Committee retained legal counsel and a financial advisor, GuideCap Partners LLC, to assist it in, among other things, evaluating the strategic alternatives, including a proposal from the stockholders owning 77.9% of the Company's common stock. The Special Committee obtained a fairness opinion from its financial advisor that the Reverse Stock Split was fair from a financial point of view to the stockholders of the Company other than the controlling stockholders.
The Special Committee unanimously determined that the Reverse Stock Split, is advisable, fair (both substantively and procedurally) to and in the best interests of the Company and its unaffiliated stockholders and the Special Committee recommended that the Board approve and declare the advisability of the Reverse Stock Split. The Board, based upon the unanimous recommendation of the Special Committee and the fairness opinion obtained by the Special Committee, determined the Reverse Stock Split to be advisable, fair (both substantively and procedurally) to and in the best interests of the Company and its unaffiliated stockholders. The holders of 77.9% of the Company's common stock approved the Reverse Stock Split by written consent.
The Reverse Stock Split will be effective as of 5:00 p.m. eastern time on October 5, 2012 at which time public trading in the Company's stock will cease. The Company will mail an information statement to holders of the Company's common stock as of the close of business on October 5, 2012, setting forth additional information regarding the Reverse Stock Split. The Company's stockholders are advised to read the information statement when it is made available.
Cautionary Note Regarding Forward-Looking Statements
This News Release contains certain forward-looking statements which are based on management's exercise of business judgment, as well as assumptions made by and information currently available to management. When used in this document, the words may, will, anticipate, believe, estimate, expect, intend and words of similar import, are intended to identify any forward-looking statements. You should not place undue reliance on these forward-looking statements. These statements reflect our current view of future events and are subject to certain risks and uncertainties as described below. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation, and do not intend, to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Some of these risks and uncertainties include, but are not limited to:
- the occurrence of any event, change or other circumstance that could give rise to the abandonment of the Reverse Stock Split;
- the failure of the Reverse Stock Split to be consummated for any other reason;
- the outcome of any legal proceedings that may be instituted against us and others relating to the Reverse Stock Split;
- the occurrence of any event, change or other circumstance that could prevent or delay us from completing the Reverse Stock Split;
- the effect of the Reverse Stock Split on our customer relationships, operating results and business generally;
- the amount of the costs, fees, expenses and charges related to the Reverse Stock Split described herein; and
- the amount of cost savings that we expect to achieve as a result of the Reverse Stock Split.
For these reasons, you should not place undue reliance on any forward-looking statements included in this News Release. Except as may be specified in Delaware General Corporate Law, we have no duty to publicly release information that updates the forward-looking statements contained in this Information Statement.
ABATIX CORP. was established in 1983 and has sales/distribution centers in the Jacksonville, Atlanta, Dallas, Houston, Phoenix, Las Vegas, San Diego, Los Angeles, San Francisco and Seattle areas. Abatix is a supplier of products for the General Construction, Industrial Safety, Petrochemical, Energy, Environmental, Hospital, Fire and Water Restoration, and Disaster Response industries supporting customers across the nation. Abatix has excellent relationships with its vendors to provide clients with thousands of products, including: protective clothing, fall protection, adhesives, abrasives, duct tape, poly sheeting, disinfectants, encapsulants, absorbents, respirators, janitorial supplies, hand tools, power tools, safety vests, and more.
SOURCE ABATIX CORP.