Santeon Announces Reverse Stock Split And Other Corporate Actions
RESTON, Va., Dec. 17, 2012 /PRNewswire/ -- Santeon Group, Inc. (OTC: SANT, "Santeon" - News) today announced it will effect a reverse stock split of one for four hundred (1:400) with an anticipated effective date of December 24, 2012, subject to FINRA approval. In addition, Santeon's Board of Directors together with a majority of its shareholders also approved a reduction in the authorized shares available for issue from seven hundred million (700,000,000) to fifty million (50,000,000) and an Employee Incentive Stock Option Plan.
On November 23, 2012, shareholders holding a majority of the voting power of the Company's outstanding voting stock (the "Majority Shareholders") acted by written consent approving an amendment to Santeon's Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to (a) effect a reverse stock split of our common stock by a ratio of up to one-for-one thousand (1:1000) requiring that the final reverse split ratio be determined by the Chief Executive, and (b) reduce the number of authorized shares of our common stock from seven hundred million (700,000,000) shares to fifty million (50,000,000) shares. At the same time the Majority Shareholders also approved and adopted the proposed 2012 Employee Incentive Stock Option Plan.
On December 10, 2012, Dr. Ashraf Rofail, Chairman and Chief Executive Officer of Santeon Group, Inc., determined that in the best interests of Santeon and its shareholders the applicable reverse split ratio would be one-for-four hundred (1:400). This reverse stock split ratio will allow for an adequate amount of liquidity in the public market and make the remaining shares outstanding potentially more attractive to new investors. It was also decided that in order to avoid the existence of fractional shares of common stock after giving effect to the reverse stock split, Santeon will pay cash in lieu of fractional shares to all shareholders of record as of November 16, 2012, the date of record set by the Santeon Board of Directors.
Dr. Ashraf Rofail commented on the corporate actions, "Given the momentum that is starting to build within the business in recent months, we see an opportunity to improve and stabilize the Santeon stock price. We believe that Santeon's current stock price does not accurately reflect the intrinsic value of the Company's assets, customers or its growth potential. Accordingly, a reverse stock split, coupled with a reduction in the number of shares authorized, is the next logical step toward unlocking Santeon's true value potential."
Dr. Rofail continued, "Furthermore, as we successfully execute on our business plan, the Employee Incentive Stock Option Plan is a necessary compensation vehicle to attract and retain top-tier talent, while allowing our current employees to share in the potential for value accretion as the business grows."
About Santeon Group, Inc.
Santeon Group, Inc. is a technology company headquartered in Northern Virginia with offices in Reston, VA, Tampa, FL, Cairo, Egypt and Pune, India. Santeon offers products and services in Agile training and transformation, healthcare and media. Santeon's goal is to serve emerging markets by providing technically superior products and solutions while reducing the cost of ownership and deployment of these solutions through a strong channel partner and distribution model. For more information please visit our web site at http://www.santeon.com.
Safe Harbor Statement:
The preceding press release may include statements that include, among others, forward-looking statements about our beliefs, plans, objectives, goals, expectations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. The words "may", "could", "should", "would", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target", "goal" and similar expressions are intended to identify forward-looking statements. All forward-looking statements, by their nature, are subject to risks and uncertainties. Our actual future results may differ materially from those set forth in the forward-looking statements. Our ability to achieve our financial objectives or improve the company's stock price could be adversely affected by many factors, including, without limitation, the following factors: The strength of the United States economy, changes in the securities markets legislative or regulatory changes, the loss of key personnel, technological changes, changes in customer habits, our ability to manage these and other risks, and our ability to deliver products and services on time. However, other factors besides those listed above could adversely affect our results, and you should not consider any such list of factors to be a complete set of all potential risks or uncertainties. These forward-looking statements are not guarantees of future performance, but reflect the present expectations of future events by our management and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Any forward-looking statements made by us speak only as of the date they are made. For additional information about Santeon's business and financial results, refer to Santeon's Annual Report on Form 10-K that may be found at sec.gov or on http://santeon.com/Sec_Filings.html. Santeon undertakes no obligation to update any forward-looking statements that may be made from time to time by the company, except as may be required by applicable law, whether as a result of new information, future events or otherwise.
Santeon Group, Inc.
703-970-9200, ext. 112
SOURCE Santeon Group, Inc.
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