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Airspan Networks Inc.: Airspan Reverse Stock Split Effective, New Ticker AIRO
BOCA RATON, FL--(Marketwire - September 18, 2009) - Airspan Networks Inc. (
As a result of the reverse stock split, the Company's shareholders will receive one share of the Company's common stock in exchange for every fifteen shares they held immediately prior to the effective time of the reverse stock split. Airspan will not issue any fractional shares of its common stock as a result of the reverse stock split. Instead, it will pay an amount equal to $.08 per whole pre-reverse stock split share in cash to registered holders of fractional shares.
Following the reverse stock split, Airspan will continue to have 100 million authorized shares of common stock. At September 3, 2009, the Company had 59,827,932 outstanding shares of common stock or 3,998,529 shares after giving effect to the reverse stock split.
Airspan has retained its transfer agent, American Stock Transfer & Trust Company, LLC ("AST"), to act as exchange agent for the reverse stock split. AST will manage the exchange of pre-reverse stock split shares for post-reverse stock split shares. As soon as practicable, AST will provide shareholders of record as of the effective time of the reverse stock split with a letter of transmittal providing instructions for the exchange of their certificates representing pre-reverse stock split shares of common stock for new certificates of post-reverse stock split shares of common stock. Shareholders who hold their shares in "street name" will be contacted by their banks or brokers with any relevant instructions.
In addition, on September 11, 2009, the Company commenced mailing a proxy statement to shareholders seeking advisory shareholder approval, at a special meeting of shareholders to be held on October 6, 2009, of the previously announced sale of 1,250,000 shares of Series C Preferred Stock to Oak Investment Partners XI, Limited Partnership ("Oak") for a purchase price of $10 million in cash. At the special shareholders' meeting, shareholder approval is also being sought for an amendment to the terms of the Company's Series B Preferred Stock held by Oak to provide common shareholders the right to share in 10% of any recovery by the Series B Preferred Shareholders in any liquidation and certain sales of the Company which would be deemed to be a liquidation under the terms of the Series B Preferred Stock. The Record Date for shareholders to vote at the special meeting is September 3, 2009.
Eric Stonestrom, Airspan's Chief Executive Officer, said, "We urge all shareholders to read the proxy statement carefully and to vote their shares on this important issue, which is critical to Airspan's future. With this new funding, we believe that Airspan will be well positioned to weather the current economic downturn and to benefit from some of the current initiatives in our industry. After a long process wherein we looked at many strategic alternatives, we believe the new funding from Oak Partners represents the best path forward for Airspan and our stakeholders."
The Company's Board of Directors has approved the new investment by Oak and the amendment to the terms of the Series B Preferred Stock and has determined that they are advisable and in the best interests of the Company and its shareholders. The Board of Directors has recommended a vote "For" both proposals at the special shareholders' meeting.
Stephens Inc. acted as financial advisor to a special committee of Airspan's Board of Directors in connection with the Series C Preferred Stock sale.
Please read the Proxy Statement for the Special Meeting of Shareholders dated September 11, 2009 because it contains important information. The Proxy Statement is available without charge on the Company's website, [ www.Airspan.com ], by writing to Airspan Networks Inc., 777 Yamato Road - Suite 310, Boca Raton, Florida 33431, Attention: Secretary, or through the Pink Quote System's OTC Disclosure and News Services at [ www.pinksheets.com ].
About Airspan Networks Inc.
Airspan is a leading WiMAX pure player and the solution-provider of choice for some of the world's largest WiMAX deployments. Developing leading-edge technology for broadband access and IP telephony, Airspan continues to supply operators around the world with best-of-breed solutions. With direct sales offices throughout Asia, EMEA and the Americas, a worldwide network of resellers and agents, and partnership alliances with major OEMs, Airspan boasts over 100 commercial WiMAX deployments worldwide. [ www.airspan.com ].
This press release contains forward-looking statements. All statements, other than statements of historical facts, including statements regarding our strategy, future operations, financial position, future revenues, projected costs, prospects, plans and objectives of management, may be deemed to be forward-looking statements. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions or negative variations thereof are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Investors and others are therefore cautioned that a variety of factors, including certain risks, may affect our business and cause actual results to differ materially from those set forth in the forward-looking statements. The Company is subject to, among other things, the risks and uncertainties described in its Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission. You should read those factors as being applicable to all related forward-looking statements wherever they appear in this press release. We do not assume any obligation to update any forward-looking statements.