ALEXANDRIA, Va., Sept. 9, 2009 (GLOBE NEWSWIRE) -- Following a Special Meeting of Stockholders held earlier today, Cuisine Solutions, Inc. (NYSE Amex:FZN) today announced stockholder approval of proposals to amend the Company's certificate of incorporation to effect a 1-for-5,000 reverse stock split (the "Reverse Stock Split") of the Company's common stock followed immediately by a 5,000-for-1 forward stock split (the "Forward Stock Split" and, together with the Reverse Stock Split, the "Transaction"). The Company intends to effect the Reverse Stock Split and the Forward Stock Split promptly after the market closes today. As a result of the Transaction, each share of common stock held by a stockholder of record owning fewer than 5,000 shares immediately prior to the effective time of the Reverse Stock Split will be converted into the right to receive $1.30 in cash, without interest, on a pre-split basis. The Transaction is being undertaken by Cuisine Solutions for the purpose of reducing the number of stockholders to less than 300 such that it can deregister its common stock pursuant to applicable Exchange Act rules and, consequently, cease filing reports with the Securities and Exchange Commission ("SEC").
The Company has previously given notice to NYSE Amex LLC of its intent to voluntarily delist its common stock and intends to file a Form 25 relating to the delisting of its common stock with the SEC later today. As a result, the Company expects that listing of its shares on NYSE Amex will be terminated after the close of business today. After its shares have been delisted from NYSE Amex, the shares may be eligible for quotation in the Pink Sheets. However, trading opportunities in the Pink Sheets will depend upon whether any broker-dealers commit to make a market for the Company's common stock. The Company cannot guarantee or anticipate whether its common stock will be quoted in the Pink Sheets. For more information about this service, please see www.pinksheets.com.
As previously announced, Cuisine Solutions is taking these steps in an effort to reduce expenses on an annual basis associated with the Company's NYSE Amex listing and compliance with SEC reporting requirements, which include legal, accounting and other administrative fees, particularly compliance with the Sarbanes-Oxley Act of 2002. Given the limited public trading volume and liquidity of the Company's common stock, the Company does not believe the benefits of having its common stock listed and registered outweigh the associated annual costs. Management believes that the expense reductions inherent in delisting and deregistering the common stock will benefit the Company and its stockholders, and ultimately will serve to maximize the value of the Company.
This news release contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Exchange Act. Examples of such forward looking statements include statements concerning the timing of the effectiveness of the Reverse Stock Split and the Forward Stock Split and the deregistration and delisting of the common stock, the anticipated cost savings from implementing the Transaction, the ability of the Company to grow stockholder value as a private company following the deregistration of the common stock and whether the Company's common stock may be eligible for quotation in the Pink Sheets. Actual results may differ from those expressed or implied by such forward looking statements as a result of numerous risks and uncertainties including, without limitation, the costs associated with the Company's operations following the completion of the Transaction, as well as the risks and uncertainties discussed in the "Risk Factors" sections of the Company's filings with the SEC. Material changes in any of these or other financial factors may cause actual results to differ materially from any projections made herein. The Company is providing this information as of the date of this release and does not undertake any obligation to update any forward looking statements contained in this release as a result of new information, future events or otherwise, except as required by law.