VIENNA, Va., April 8, 2011 /PRNewswire/ -- Convera Corporation (OTC US: CNVR) ("the Company" or "Convera") announced today that it will increase the contingency reserve contained in its Plan of Dissolution, adopted on March 18, 2011, to satisfy expected and projected wind-down obligations of the Company, which will have the effect of reducing the cash distribution to Convera stockholders. It is expected that the cash distribution will be at least $0.045 per share and will be payable to Convera stockholders of record as of the close of business on February 8, 2010 (the "Convera Record Date Holders").
In addition to cash, Convera holds shares of common stock of Vertical Search Works, Inc., which were acquired by Convera in connection with the merger of its operating subsidiaries into Vertical Search Works in February 2010. Presently, Convera, which has 53,501,183 shares of Class A Common Stock outstanding, owns 647,790 shares of Vertical Search Works common stock, comprised of shares acquired at the time of the Vertical Search Works merger referred to above and upon conversion of certain notes of Vertical Search Works. Vertical Search Works has informed the Company that it intends to make a cash payment, in lieu of issuing fractional shares, to the holders of Class A Common Stock who would otherwise be entitled to receive fractional shares upon the distribution by the Company of its Vertical Search Works shares. It is expected that Vertical Search Works will deliver such cash amount to the Company to be paid directly to such stockholders by the Company at the time it makes its cash distribution to the Convera Record Date Holders. Payment of these amounts are expected to occur in April and Convera will announce details of the payments when they become available. In addition, to satisfy Federal securities laws, the stock of Vertical Search Works to be distributed to the Convera stockholders (other than the fractional shares for which a cash payment will be made) will be placed in trust for the benefit of the Convera stockholders entitled to receive such shares. Distribution of these shares will be made subsequent to registration of the shares by Vertical Search Works or at such time as they may be distributed pursuant to an exemption from the registration requirements under the securities laws. Convera cannot predict when this will occur.
Additional information regarding the Convera's Plan of Dissolution and liquidation, the tax treatment thereof and the previously announced Vertical Search Works merger is available on Schedule 14-C, filed with the Securities and Exchange Commission on December 31, 2009 and mailed to shareholders on January 8, 2010 and can be found on the EDGAR system of the Securities and Exchange Commission (www.sec.gov).
SOURCE Convera Corporation