COMPANY TO TERMINATE REGISTRATION OF ITS
COMMON STOCK
DALLAS, July 22,
2024 /PRNewswire/ -- Ashford Inc. (NYSE American:
AINC) ("Ashford" or the "Company"), today announced that at the
Special Meeting of Stockholders held on July
22, 2024, the Company's stockholders voted to approve
proposals to effect a 1-for-10,000 reverse stock split of the
Company's common stock, which will be followed immediately by a
10,000-for-1 forward stock split, and to adopt a waiver on the
prohibition on Rule 13e-3 transactions contained in Section 3.03 of
the Investor Rights Agreement entered into as of November 6, 2019 by and among the Company,
Archie Bennett, Jr., Monty J. Bennett and certain other parties.
The last day of trading on the NYSE American of the Company's
common stock will be July 26,
2024. The reverse and forward stock splits will be effected
on July 29, 2024 at 5:01 p.m. Eastern Time and 5:02 p.m. Eastern Time, respectively.
As a result of the reverse stock split, each share of the
Company's common stock held by a stockholder of record owning fewer
than 10,000 shares of the Company's common stock in any one account
immediately prior to the effective time of the reverse stock split
will be converted into the right to receive $5.00 in cash, without interest, and such
stockholders will no longer be stockholders of the Company. To be
entitled to such cash payment, a stockholder must be a record
holder of fewer than 10,000 shares immediately prior to the
effective time of the reverse stock split. Investors who purchase
fewer than 10,000 shares prior to the effective time of the reverse
stock split and settle such purchases after the effective time
shall not be entitled to such cash payment and instead their trades
will be settled on a post-forward stock split basis. The cash
payment will be made on or about August 7,
2024.
Stockholders owning 10,000 or more shares of the Company's
common stock in any one account immediately prior to the effective
time of the reverse stock split will not be entitled to receive any
cash for their fractional share interests resulting from the
reverse stock split, if any, and will instead remain stockholders
in the Company holding, as a result of the forward stock split, the
same number of shares of common stock as such stockholders held
immediately before the effective time of the reverse stock
split.
The Company has requested that the NYSE American LLC ("NYSE
American") suspend trading of Ashford common stock on the NYSE
American and file with the Securities and Exchange Commission
("SEC") a Form 25 to request the removal of the common stock from
listing on NYSE American and to deregister the common stock under
Section 12(b) of the Securities Exchange Act of 1934, as
amended.
As previously announced, the Company is undertaking the
deregistration and delisting transaction to avoid the substantial
cost and expense of being a public reporting company and to allow
the Company to focus on continued growth and enhancing long-term
stockholder value. The Company anticipates savings of approximately
$2,500,000 on an annual basis as a
result of the proposed deregistration and delisting
transaction.
For more information regarding the Company's deregistration and
delisting transaction, please refer to the definitive proxy
statement on Schedule 14A filed with the SEC on June 21, 2024.
Forward Looking Statements
Certain
statements and assumptions in this press release contain or are
based upon "forward-looking" information and are being made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements in this
press release include, among others, statements about the Company's
strategy and future plans. These forward-looking statements are
subject to risks and uncertainties. When we use the words "will
likely result," "may," "anticipate," "estimate," "should,"
"expect," "believe," "intend," or similar expressions, we intend to
identify forward-looking statements. Such statements are subject to
numerous assumptions and uncertainties, many of which are outside
Ashford Inc.'s control.
These forward-looking statements are subject to known and
unknown risks and uncertainties, which could cause actual results
to differ materially from those anticipated, including, without
limitation: our ability to maintain compliance with NYSE American
LLC continued listing standards; our ability to consummate the
transaction on the terms described herein, if at all; Form S-3
eligibility; our ability to repay, refinance or restructure our
debt and the debt of certain of our subsidiaries; anticipated or
expected purchases or sales of assets; our projected operating
results; completion of any pending transactions; our understanding
of our competition; market trends; projected capital expenditures;
the impact of technology on our operations and business; general
volatility of the capital markets and the market price of our
common stock; availability, terms and deployment of capital;
availability of qualified personnel; changes in our industry and
the markets in which we operate, interest rates or the general
economy; and the degree and nature of our competition. These and
other risk factors are more fully discussed in the Company's
filings with the Securities and Exchange Commission.
The forward-looking statements included in this press release
are only made as of the date of this press release. Such
forward-looking statements are based on our beliefs, assumptions,
and expectations of our future performance taking into account all
information currently known to us. These beliefs, assumptions, and
expectations can change as a result of many potential events or
factors, not all of which are known to us. If a change occurs, our
business, financial condition, liquidity, results of operations,
plans, and other objectives may vary materially from those
expressed in our forward-looking statements. You should carefully
consider this risk when you make an investment decision concerning
our securities. Investors should not place undue reliance on these
forward-looking statements. The Company can give no assurance that
these forward-looking statements will be attained or that any
deviation will not occur. We are not obligated to publicly update
or revise any forward-looking statements, whether as a result of
new information, future events or circumstances, changes in
expectations, or otherwise, except to the extent required by
law.
View original
content:https://www.prnewswire.com/news-releases/ashford-inc-announces-results-of-special-meeting-of-stockholders-302203170.html
SOURCE Ashford Inc.