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8-K - GARMIN LTD | v177436_8k.htm |
Exhibit
99.1
INVESTOR
CONTACT:
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Ted
Gartner or Jessica Myers
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Kerri
Thurston
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Garmin
International Inc.
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Garmin
International Inc.
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Phone 913/397-8200
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E-Mail media.relations@garmin.com
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E-Mail
investor.relations@garmin.com
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Garmin®
Announces Proposed Change in Place of Incorporation
and
$1.50 Per Share Dividend
CAYMAN
ISLANDS/March 17, 2010/PR Newswire/ - Garmin Ltd. (NASDAQ: GRMN) announces that
its board of directors has unanimously approved moving the place of
incorporation of the company from the Cayman Islands to Switzerland. Garmin’s
shareholders will be asked to vote in favor of the proposed change in place of
incorporation, also known as a redomestication, at a shareholders meeting, which
is expected to be held on May 20, 2010. The redomestication will also be subject
to approval of the Grand Court of the Cayman Islands. If the redomestication is
approved by Garmin shareholders and the Grand Court of the Cayman Islands, it is
expected that a new Swiss company, also called Garmin Ltd., would replace the
existing Cayman Islands company as the ultimate public holding company of the
Garmin group and each shareholder will receive one share of the Swiss company
for each share held of the Cayman Islands company.
The
original parent company of the Garmin group was Garmin Corporation, a company
incorporated in Taiwan. Under the legal framework of Taiwan at the time of
Garmin’s initial public offering in 2000, it was not practical for Garmin
Corporation to offer its shares in the United States. Therefore,
Garmin Ltd. was formed in the Cayman Islands in July 2000 as a holding company
for Garmin Corporation in order to facilitate the listing of its shares on the
NASDAQ stock market in the United States.
“Following
a thorough review, we have determined that it is in the best interest of Garmin
and its shareholders to change the jurisdiction of incorporation of our group
parent company to Switzerland,” said Dr. Min Kao, chairman and CEO of Garmin
Ltd. “Switzerland is centrally located in Europe in close proximity
to our major Western and Eastern European markets.”
“Garmin’s
footprint in Europe has grown considerably, through the acquisition of our
distributors in ten European countries during the last four years, plus our
recent establishment of an office in Poland. The Swiss office will
provide a base for expansion of certain corporate functions in Europe and a more
favorable structure from which it would be possible to acquire or partner with
European businesses. We believe that the change of our jurisdiction
of incorporation will enhance our global business operations and reputation
consistent with our status as an international company with significant
operations in Asia, North America, as well as Europe. Switzerland
also offers a well-developed corporate, legal and regulatory environment with an
extensive network of tax treaties with other countries,” said Kao.
Garmin
does not expect that the redomestication will have any material impact on its
financial results. Assuming completion of the redomestication, shares of the
Swiss company would be listed on the NASDAQ Global Select Market under the
symbol “GRMN”, the same symbol under which Garmin shares are currently listed.
The Swiss company would remain subject to the U.S. Securities and Exchange
Commission (“SEC”) reporting requirements, the mandates of the Sarbanes-Oxley
Act and the applicable corporate governance rules of NASDAQ. In addition, the
Swiss company would continue to report its consolidated financial results in
U.S. dollars and under U.S. generally accepted accounting
principles.
Details
of the proposed redomestication are provided in Garmin’s preliminary proxy
statement, filed today with the SEC.
Since
Swiss law does not permit shareholder rights plans, Garmin Ltd’s board of
directors has approved an amendment, subject to the approval of the
redomestication by Garmin’s shareholders and the Grand Court of the Cayman
Islands, to change the expiration date of the rights issued under the company’s
shareholder rights plan from October 31, 2011 to the effective date of the
redomestication to Switzerland, which is currently expected to be June 27, 2010.
Accordingly, as of the effective date of the redomestication, the rights under
such plan will expire and no longer be outstanding.
Garmin
Ltd. also announces that its board of directors has approved the payment of a
2010 annual cash dividend in the amount of $1.50 per share, a one-time increase
from $0.75 per share. The dividend is payable to shareholders of record on April
15, 2010 and will be paid on April 30, 2010. The one-time increase of the annual
dividend to $1.50 per share is reflective of the company’s strong cash position
and expected ongoing cash generation in 2010. “We remain confident in
our long-term ability to grow our business and remain committed to research and
development to fuel growth and innovation in the coming years, but given our
strong 2009 results and cash position, we can also provide this one-time
increase in our annual dividend,” said Dr. Min Kao, chairman and CEO of Garmin
Ltd. The timing of the 2010 annual dividend payment has been changed from the
usual date in December due to the proposed redomestication which, under Swiss
law, would otherwise require that another shareholder meeting of the new Swiss
company be convened to approve the dividend after the redomestication is
completed.
Important
Information for Shareholders
This
communication regarding the proposed redomestication is for informational
purposes only and is not a substitute for the proxy statement that Garmin
intends to file with the SEC. Garmin will mail the definitive proxy statement to
shareholders of record and will mail a notice of the availability of the
definitive proxy statement to persons who hold their shares in “street name”
through brokers or banks. Shareholders and prospective investors are urged to
read the definitive proxy statement which will contain important information
about the proposed transaction, including the benefits and risks of the
transaction. You
may obtain a free copy of the definitive proxy statement (when available) filed
by Garmin with the SEC at the SEC’s website at www.sec.gov. The definitive proxy
statement (when it is available) may also be obtained for free by accessing
Garmin’s website at www.garmin.com/redomestication.
Garmin
and its directors, executive officers and certain other members of management
and employees may be soliciting proxies from shareholders in favor of the
redomestication. Information about Garmin’s executive officers and directors is
available on Garmin’s website at www.garmin.com by clicking on the link for
“Company” and then clicking on the link for “Investors” and then the link for
“Leadership”.
About
Garmin Ltd.
The
global leader in satellite navigation, Garmin Ltd. and its subsidiaries have
designed, manufactured, marketed and sold navigation, communication and
information devices and applications since 1989 – most of which are enabled by
GPS technology. Garmin’s products serve automotive, mobile, wireless,
outdoor recreation, marine, aviation, and OEM applications. Garmin Ltd. is
incorporated in the Cayman Islands, and its principal subsidiaries are located
in the United States, Taiwan and the United Kingdom. For more information, visit
Garmin's virtual pressroom at www.garmin.com/pressroom or contact the Media
Relations department at 913-397-8200. Garmin is a registered trademark of Garmin
Ltd.
Notice
on Forward-Looking Statements:
This
release includes forward-looking statements regarding Garmin Ltd. and its
business. Such statements are based on management’s current
expectations. The forward-looking events and circumstances discussed
in this release may not occur and actual results could differ materially as a
result of known and unknown risk factors and uncertainties affecting
Garmin, including, but not limited to, the risk factors listed in the Annual
Report on Form 10-K for the year ended December 26, 2009 filed by Garmin with
the Securities and Exchange Commission (Commission file number
0-31983). A copy of Garmin’s Form 10-K can be downloaded at
www.garmin.com/aboutGarmin/invRelations/finReports.html. No
forward-looking statement can be guaranteed. Forward-looking
statements speak only as of the date on which they are made and Garmin
undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events, or
otherwise.
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