PHAZAR CORP Announces Adjournment of Special Meeting of Stockholders; To Reconvene July 24, 2013
MINERAL WELLS, Texas--(BUSINESS WIRE)-- PHAZAR CORP (NAS: ANTP) ("PHAZAR" or the "Company") announced that at its Special Meeting of Stockholders held today, the Company's stockholders approved the adjournment of the Special Meeting to allow additional time to solicit proxies for the proposal to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated March 13, 2013, by and among PHAZAR, QAR Industries, Inc. ("Parent") and Antenna Products Acquisition Corp., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into PHAZAR, with PHAZAR surviving the merger as a private company wholly owned by Parent. The Special Meeting will reconvene on July 24, 2013 at 4:00 p.m., Central Daylight Time, at the same location - the National Depository Office, located at 405 W. Loop 820 South, Suite 100, Fort Worth, Texas.
The Board of Directors, acting through its independent members, has recommended that stockholders vote "FOR" adoption of the Merger Agreement. As previously stated by the Company, the ramifications of failing to adopt the Merger Agreement and complete the merger include:
Stockholders losing the certainty provided by the Merger Agreement of receiving a fixed amount of cash consideration for their shares of $1.25 per share;
PHAZAR's plan to delist from NASDAQ and deregister from the SEC in order to reduce operating costs, which the Company expects would have a significant and adverse effect on the liquidity of its stock; and
The probability that the Company will be unable to meet its obligations as they come due and may be forced to file for bankruptcy. These obligations include the $500,000 loan from Parent secured by the Company's real estate assets, which will become due and payable on July 31, 2013. The Company currently has insufficient cash to repay the loan and no anticipated source for refinancing.
Of the votes that were submitted by proxy prior to today's meeting, more than two-thirds were cast in favor of adoption of the Merger Agreement. However, the adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of outstanding shares of PHAZAR's common stock, which includes nearly 700,000 shares that remained unvoted as of the time of today's meeting.
"The strong support for the Merger Agreement that we have received thus far from our stockholders who have voted is very encouraging," said Gary W. Havener, Chairman of the Board of Directors of PHAZAR. Mr. Havener added: "As we previously announced, leading independent proxy advisory firms ISS Proxy Advisory Services and Glass, Lewis & Co. have both recommended that stockholders vote FOR adoption of the Merger Agreement. Today's adjournment will provide stockholders who have not yet participated in this critical process the opportunity to do so, which we urge them to do."
Every stockholder's vote is important, regardless of the number of shares owned.Please act today!
Stockholders who need assistance in voting their shares or who have questions regarding the special meeting may contact the Company's proxy solicitor, Georgeson, Inc.at 1-800-790-6795 or Kathy Kindle at PHAZAR 940-325-3301 ext. 245.
This press release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performances and underlying assumptions and other statements, which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties described from time to time in the Company's filings with the Securities and Exchange Commission (the "SEC"), which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. There can be no assurance that management's expectations, beliefs or projections will result, or be achieved, or accomplished.These forward-looking statements speak only as of the date made, and the Company assumes no obligation to update such statements.
Important Additional Information
In connection with the proposed transaction contemplated by the Merger Agreement, PHAZAR has filed with the SEC a definitive proxy statement on Schedule 14A on June 4, 2013. The definitive proxy statement was sent to the stockholders of PHAZAR on or about June 7, 2013. Investors and security holders of PHAZAR are urged to read the proxy statement and any other relevant documents filed with the SEC because they contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the proxy statement and other documents filed with the SEC by PHAZAR at the SEC's website at www.sec.gov, or from PHAZAR, by accessing PHAZAR's website, at www.phazarcorp.com, or by calling Kathy Kindle at 940-325-3301 ext. 245.
PHAZAR and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction described in this release. Information regarding those persons and their interests in the proposed transaction is contained in PHAZAR's definitive proxy statement for the special meeting.
Kathy Kindle, 940-325-3301 ext. 245
KEYWORDS: United States North America Texas
The article PHAZAR CORP Announces Adjournment of Special Meeting of Stockholders; To Reconvene July 24, 2013 originally appeared on Fool.com.
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