Home Loan Servicing Solutions, Ltd. Receives Notice of Delisting From NASDAQ
2015年4月25日 - 5:57AM
Home Loan Servicing Solutions, Ltd. ("HLSS" or the "Company")
(Nasdaq:HLSS) today announced that on April 20, 2015 it received a
letter from the Listing Qualifications Staff ("Staff") of The
Nasdaq Stock Market LLC ("Nasdaq"), notifying the Company that
Nasdaq has determined to delist the ordinary shares of the Company
from Nasdaq pursuant to the Staff's discretionary authority under
Listing Rule 5101, effective at the opening of business on April
29, 2015.
As disclosed on April 10, 2015, HLSS intends to pay
a liquidating distribution in the aggregate amount of approximately
$1.2 billion, or $16.613 per share (the "Distribution Amount"), on
April 27, 2015. Following the payment of the Distribution
Amount, HLSS intends to file a proxy statement in connection with a
proposed merger of HLSS with a subsidiary of New Residential
Investment Corp. ("New Residential"). Upon the consummation of the
proposed merger, holders of ordinary shares of the Company at the
effective time of the merger will receive an aggregate of
approximately $50 million, or $0.704059 per share, and all shares
of HLSS will automatically be cancelled.
The Company does not intend to appeal the Staff's
decision.
The distribution will be made pursuant to the Plan
of Complete Liquidation and Dissolution previously adopted by the
Company and is intended to be treated as a payment in exchange for
a holder's ordinary shares for U.S. federal income tax
purposes. Holders are urged to consult their tax advisors as
to the tax consequences of the distribution (including the
application of the passive foreign investment company, or "PFIC,"
rules) in light of their particular circumstances.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Forward-looking statements are not guarantees
of future performance, and involve a number of assumptions, risks
and uncertainties that could cause actual results to differ
materially. Important factors that could cause actual results to
differ materially from those suggested by the forward-looking
statements include, but are not limited to, the following: general
economic and market conditions, governmental regulations and
policies, our ability to maintain our PFIC status and other risks
detailed in HLSS' reports and filings with the Securities and
Exchange Commission. The forward-looking statements speak only as
of the date they are made and should not be relied upon. HLSS
undertakes no obligation to update or revise the forward-looking
statements.
Additional Information About the Proposed
Merger and Where to Find It
A meeting of the shareholders of the Company will
be announced to obtain shareholder approval of the proposed merger
transaction. The Company intends to file with the Securities and
Exchange Commission ("SEC") a proxy statement and other relevant
documents in connection with the proposed merger transaction. The
definitive proxy statement will be sent or given to the
shareholders of the Company and will contain important information
about the proposed merger transaction and related matters. The
Company's shareholders are urged to read the definitive proxy
statement and other relevant materials when they become available
because they will contain important information about the Company,
New Residential and the proposed merger transaction. Investors may
obtain a free copy of these materials (when they are available) and
other documents filed by the Company with the SEC at the SEC's
website at www.sec.gov, at the Company's website at www.HLSS.com or
by sending a written request to the Company at Home Loan Servicing
Solutions, Ltd. c/o Intertrust Corporate Services (Cayman) Limited,
190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman
Islands, Attention: Secretary.
Participants in the
Solicitation
The Company, New Residential and their respective
directors, executive officers and certain other members of
management and employees may be deemed to be participants in
soliciting proxies from the shareholders of the Company in favor of
the proposed merger. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the
solicitation of the Company's shareholders in connection with the
proposed merger transaction, and any interest they have in the
proposed merger transaction, will be set forth in the definitive
proxy statement when it is filed with the SEC. Additional
information regarding the Company's directors and officers is
included in the proxy statement for the Company's 2014 Annual
Meeting of Shareholders filed with the SEC and on Form 8-K filed
with the SEC on May 16, 2014. Additional information regarding New
Residential's directors and officers is included in New
Residential's 2014 Form 10-K and the proxy statement for New
Residential's 2015 Annual Meeting of Shareholders filed with the
SEC on April 17, 2015.
CONTACT: Investor Relations
T: 678-784-3231
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