BackWeb Sets March 6th Vote for Shareholders to Approve Planned Liquidation of the Company
Tel Aviv, Israel & Santa Clara, CA, February 5, 2014 — BackWeb Technologies Ltd. (OTC Pink: BWEBF) announced today that it will hold an Extraordinary General Meeting of Shareholders (EGM) on March 6, 2014 to approve the Board’s recommendation to liquidate the Company, cease operations and appoint a liquidator who will wind up the Company and return all remaining cash to shareholders. A proxy statement and card is being distributed to shareholders and should be received in mid-February.
Approval requires the affirmative vote of at least 75% of the Ordinary Shares present and voting, in person or by proxy, at the Meeting. The Board has set January 29, 2014 as the record date for voting at the EGM. Only shareholders of record at the close of business on that date will be entitled to vote at, or attend the Meeting.
To prevent any delay or additional expenses - the Board urges shareholders to mark, sign, date and return their proxy card as soon as possible. Contact your broker or BackWeb’s transfer agent American Stock Transfer & Trust (for shares in certificate form) if you have not received your proxy materials by February 24th.
BackWeb continues to expect a net cash distribution to shareholders, net of anticipated liquidation expenses, of approximately $9.7 million - $10.2 million, or $0.22 to $0.23 per share, based on an estimated 43.5 million shares outstanding, including in-the-money options. BackWeb’s advisors indicate the liquidation process in Israel typically takes 6-12 months following shareholder approval (at the EGM).
“Shareholder approval is the final step required to put the liquidation process into motion,” said BackWeb's acting CEO, Bill Heye. “We believe the company is reasonably prepared for the process and look forward to the liquidator completing the process and making distributions in a timely manner following the shareholder vote.”
Date & Time:
March 6, 2014 at 6:00 p.m. IST
Statements in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements of beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, but are not limited to, comments concerning BackWeb's future expenses, the amount of cash that will be returned to shareholders, the timing of a liquidation process, the timing of a liquidation distribution, and other matters. Such statements reflect the Company's current estimate with respect to future events, therefore they are not promises or guaranties. BackWeb assumes no obligation to update any of the forward-looking statements in this release.
© 2014 BackWeb Technologies Ltd. All rights reserved. BackWeb is a registered trademark.
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