Attached files
| file | filename |
|---|---|
| 8-K - NexCen Brands, Inc. | v192192_8k.htm |
1330
Avenue of the Americas
New York,
NY 10019
Contact:
Leigh
Parrish/Stephanie Rich
FD
(212)
850-5600
NexCen
Brands Completes Asset Sale
All
Proposals at Special Shareholder Meeting Receive Majority Vote
NEW
YORK – July 30,
2010 – NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) today announced the
closing of the sale of its franchise businesses to Global Franchise Group, LLC
an affiliate of Levine Leichtman Capital Partners (“LLCP”). In
connection with the closing of the sale transaction, BTMU Capital Corporation
(“BTMUCC”) was paid all amounts owing to BTMUCC
pursuant to the terms of an Accord and Satisfaction Agreement with BTMUCC that
was signed on May 13, 2010 (at the same time that the sale agreement was
signed).
The
closing took place following shareholder approval of the transaction at a
Special Meeting of Stockholders held on July 29, 2010. The proposal
was approved, with approximately 65% of the shares outstanding and 90% of shares
voted, in favor of the transaction.
At the
Special Meeting, the Company’s shareholders also approved the additional
proposals outlined in the Company’s June 11, 2010 proxy statement, including
adoption of a plan of liquidation for NexCen and reduction of the number of
authorized shares of the Company’s common stock. Based upon the final voting
results, the required majority vote was received on all proposals.
David S.
Oros, Chairman of Board of Directors of NexCen, stated, “We are extremely
pleased with the support of our shareholders for the sale of the Company’s
assets and the plan of dissolution. We believe this is the path most
likely to provide value to all of our stakeholders. We appreciate the
hard work of our employees and franchisees as well as the support of our
shareholders throughout this process.”
With the
sale of the franchise businesses completed, NexCen expects that it will soon
file a certificate of dissolution with the Secretary of State of Delaware and
will proceed with the process of formally winding down the
Company. The Company’s Board of Directors will meet to consider the
commencement of the dissolution process.
As set
forth in the June 11, 2010 proxy statement, NexCen continues to estimate that
upon the Company’s dissolution, the cash proceeds ultimately available for
distribution to the holders of NexCen common stock will be between $0.12 and
$0.16 per share of common stock; however, NexCen is unable to predict with
certainty the exact amount, nature and timing of any distributions to its
shareholders.
Forward-Looking
Statement Disclosure
This
press release contains "forward-looking statements," as such term is used in the
Securities Exchange Act of 1934, as amended. Such forward-looking
statements include those regarding the Company’s estimate of the amount expected
to be available for distribution to shareholders. When used herein,
the words "anticipate," "believe," "estimate," "intend," "may," "will," "expect"
and similar expressions as they relate to the Company or its management are
intended to identify such forward-looking statements. Forward-looking
statements are based on current expectations and assumptions, which are subject
to risks and uncertainties. They are not guarantees of future
performance or results. Actual results, performance or achievements
could differ materially from the results expressed in, or implied by, these
forward-looking statements. Factors that could cause or contribute to
such differences include: (1) the amount of post-closing adjustment of
sales proceeds under the transaction agreement, contingent and unknown
liabilities, the costs and timing of a wind-down process and other factors
within and outside of our control may adversely affect the amount and timing of
any distribution to our shareholders; and (2) other factors discussed in the
Company's filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.