CoSine Communications, Inc. Announces Financial Results for the Year and Quarter Ended December 31, 2014

LOS GATOS, Calif., March 19, 2015 /PRNewswire/ -- CoSine Communications, Inc. (Other OTC: COSN), today announced net loss of $1,286,000 or $(0.13) per share for the year ended December 31, 2014 as compared to net loss of $888,000 or $(0.09) per share for the year ended December 31, 2013. Net loss for the quarter ended December 31, 2014 was $711,000 or $(0.07) per share as compared to net loss of $259,000 or $(0.03) per share for the quarter ended December 31, 2013. The increase in net loss for the year and quarter ended December 31, 2014 compared to the year and quarter ended December 31, 2013 was mainly due to transactional expenses related to the tender offer for API Group Plc and related transactions.

As previously reported, on January 20, 2015, CoSine entered into a contribution agreement with Steel Partners Holdings L.P. ("SPH"), then the indirect owner of approximately 48.3% of CoSine's issued and outstanding common stock, and SPH's indirect wholly-owned subsidiary SPH Group Holdings LLC. Pursuant to the contribution agreement, CoSine issued to SPH Holdings LLC 16,500,000 newly issued shares of CoSine's common stock as well as 12,761 shares of CoSine's newly designated and issued 7.5% Series B Non-Voting Cumulative Preferred Stock with a face value of $12,761,000 in exchange for (i) 24,807,203 ordinary shares of API Group Plc ("API"), a manufacturer and distributor of foils, films and laminates used to enhance the visual appeal of products and packaging, representing approximately 32.3% of the entire existing issued share capital in API, and (ii) 445,456 shares of common stock of Nathan's Famous, Inc. ("Nathan's"), representing approximately 9.9% of the issued and outstanding shares of Nathan's common stock.

As a result of the issuance of the shares of CoSine's common stock pursuant to the contribution agreement, SPH, through its wholly owned subsidiaries, SPH Holdings LLC and SPH Group LLC, now controls 21,279,721 shares, or approximately 80.6%, of CoSine's issued and outstanding common stock.

The contribution to CoSine of the 24,807,203 shares of API by SPH Holdings LLC was the first step in a plan for a wholly-owned subsidiary of CoSine incorporated in England and Wales, Cedar 2015 Limited ("Cedar Bidco"), to make an offer (the "Offer") to acquire all of the issued and to be issued shares in API not already owned by CoSine or Cedar Bidco.

On January 22, 2015, Cedar Bidco announced the terms of the Offer whereby API shareholders would receive 60 pence in cash per share of API tendered into the Offer. At March 19, 2015, Cedar Bidco's holdings, when combined with tendered API shares, exceeded a total of over 97% of the entire existing issued share capital in API. The Offer closed at 1:00 pm London time on March 19, 2015. As Cedar Bidco has now received acceptances of the Offer in excess of 90% of the API shares to which the Offer related, including the respective voting rights thereof, Cedar Bidco intends to exercise its rights in accordance with applicable UK law to acquire compulsorily any remaining API shares to which the Offer relates on the same terms as the Offer. Cedar Bidco expects this compulsory acquisition process to take approximately 6 to 8 weeks.

About CoSine Communications

CoSine's Certificate of Incorporation limits the ability of any group or person to acquire 5% or more of CoSine's common stock (subject to certain exceptions as provided in the Certificate of Incorporation).

CoSine's common stock is currently traded in the Pink Sheets under the symbol COSN.PK and its website is www.cosinecom.com

About API

API is a manufacturer and distributor of foils, films and laminates used to enhance the visual appeal of products and packaging, serving industrial markets in Europe, North America and Australasia from production operations in the UK and US. Head-quartered in Poynton, North West England, API's global operations employ more than 550 people in 15 locations.

Cautionary note regarding forward-looking statements

This press release contains certain forward-looking statements with respect to the financial condition, results of operations and business of CoSine. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the board of directors of CoSine in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this press release could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release. CoSine assumes no obligation to update or correct the information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent legally required.

The statements contained in this press release are made as at the date of this press release, unless some other time is specified in relation to them, and issuance of this press release shall not give rise to any implication that there has been no change in the facts set out in this press release since such date. Nothing contained in this press release shall be deemed to be a forecast, projection or estimate of the future financial performance of CoSine except where expressly stated.

Further information

This press release itself is not intended to constitute an offer or solicitation to buy or exchange securities in API, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, whether pursuant to the Offer or otherwise. The Offer is being effected solely through a form offer document, which, together with a form of acceptance (in relation to API shareholders holding shares in certificated form only) contains the full details, terms and conditions of the Offer, including the details of how to accept the Offer (the "Offer Document"). Any response to the Offer should be made only on the basis of the information contained in the Offer Document. API shareholders are urged to read the relevant Offer documents because they contain important information.

For additional information contact:

Terry Gibson
(408) 399-6494
E-mail: [email protected]

SOURCE CoSine Communications, Inc.

Related Links

http://www.cosinecom.com