Aether Completes Corporate Reorganization; Aether Holdings, Inc. is New Publicly Traded Holding Company
2005年7月13日 - 2:02AM
ビジネスワイヤ(英語)
Aether Systems, Inc. and Aether Holdings, Inc. (Nasdaq:AETH)
reported today that they have completed the corporate
reorganization first publicly proposed on May 4, 2004, the primary
purpose of which is to help protect the long-term value of its
substantial net operating and capital loss carryforwards. The
reorganization was approved at the 2005 Annual Meeting of
Stockholders on July 12, 2005. As a result of the reorganization,
stockholders of Aether Systems will receive one share of common
stock of Aether Holdings, Inc. in exchange for each share of common
stock of Aether Systems that they own. The common stock of Aether
Holdings, Inc. is listed on the Nasdaq National Market under the
symbol "AETH" - the same symbol under which the common stock of
Aether Systems, Inc. was previously listed. The common stock of
Aether will cease to trade at the close of the market today. Aether
Holdings said it will shortly mail to all stockholders instructions
regarding the process of exchanging their Aether common stock for
common stock of Aether Holdings. As described in detail in the
proxy statement/prospectus first mailed to stockholders on or about
May 31, 2005, the common stock of Aether Holdings carries the same
rights and obligations as common stock of Aether Systems, except
that the Aether Holdings common stock is subject to certain
transfer restrictions intended to help protect the long-term value
of Aether's tax loss carryforwards. Aether Systems, Inc. also
reported that at its Annual Meeting of Stockholders, the
stockholders reelected each of the seven existing directors of
Aether Systems, Inc. for a one year term and approved the
appointment of KPMG LLP as the company's independent auditor.
Aether Systems also confirmed its previously announced expectation
that its operations for the second fiscal quarter will be cash
positive. Forward-Looking Statement Disclosure This press release
contains "forward-looking statements," as such term is used in the
Securities Exchange Act of 1934, as amended. Such forward looking
statements include those regarding the expectations of the Company
about the future use of tax loss carryforwards and the effect of
the transfer restrictions imposed on the common stock of the
Company. When used herein, the words "anticipate," "believe,"
"estimate," "intend," "may," "will," and "expect" and similar
expressions as they relate to the Company or its management are
intended to identify such forward-looking statements.
Forward-looking statements are based on current expectations and
assumptions, which are subject to risks and uncertainties. They are
not guarantees of future performance or results. The Company's
actual results, performance or achievements could differ materially
from the results expressed in, or implied by, these forward-looking
statements. Factors that could cause or contribute to such
differences include: (1) we may not be able to realize value from
our accumulated loss carryforwards, because of a failure to
generate sufficient taxable earnings, regulatory limits or both,
(2) the transfer restrictions applicable to the common stock of
Aether Holdings may not prevent an ownership change from occurring
or may not be considered effective by the Internal Revenue Service,
in which case our ability to use our loss carryforwards could be
substantially limited and (3) other factors discussed in our
filings with the SEC. The Company undertakes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Aether (NASDAQ:AETH)
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Aether (NASDAQ:AETH)
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