Entorian Technologies Inc. Announces Approval of Plan of Liquidation and Dissolution by Board of Directors
Entorian Technologies Inc. (OTC MARKETS: ENTN) (the “Company”) today announced that its Board of Directors has determined that it is in the best interests of the Company and its stockholders to liquidate the Company's remaining assets, which consist primarily of cash and contingent cash receipt rights, and to dissolve the Company. The Company's Board of Directors and a majority of its stockholders have approved a Plan of Liquidation and Complete Dissolution (the “Plan”).
The Plan contemplates an orderly wind down of the Company's business and operations. Entorian intends to file a certificate of dissolution prior to the end of November, 2012, satisfy, resolve or make reserves for its remaining liabilities and obligations, including contingent liabilities and claims, and make periodic distributions to its stockholders and former option holders of available cash, subject to applicable legal requirements. Following the filing of the certificate of dissolution, the Company's common stock will cease trading on the Pink Sheets®.
Cash liquidating distributions, in amounts and at such times to be determined by the Board of Directors, are expected to represent in the aggregate between approximately $28 million and $34 million to the Company's stockholders and former option holders over a forecasted three-year period.
Actual amounts distributed will be subject to the Board's judgment at the time of each distribution and will be subject to the Board's assessment of remaining fixed and contingent liabilities, estimates of future expenses related to the wind-down, dissolution and liquidation of the Company, and anticipated future cash receipts. Currently, the Board anticipates making an initial distribution in December 2012 of an amount between $6.00 and $7.00 per share. Additional amounts up to approximately $1.75 per share could potentially be distributed in one or more distributions as the Company completes the liquidation process. If all potential cash receipts are ultimately collected, no unknown liabilities emerge, and no known liabilities exceed amounts currently estimated, the amount ultimately distributed could modestly exceed these ranges.
This press release contains forward-looking statements that involve risks and uncertainties concerning Entorian's proposed liquidation and dissolution. These statements are based on numerous assumptions that Entorian cannot control and involve risks and uncertainties that could cause actual results to differ materially from the results predicted. The Company believes that these potential risks and uncertainties include the possibility that dissolution and liquidation may be delayed, and that distributions to stockholders and optionholders may take several years to complete. In addition, no assurance can be given as to the amount of cash actually to be distributed to the stockholders and optionholders. In particular, currently unknown liabilities may arise in the future, and known liabilities might later exceed current estimates. Similarly, current expectations regarding potential future cash receipts may exceed actual receipts. Statements in this release should be evaluated in light of these important factors.
An information statement will be sent to Entorian's stockholders and optionholders. STOCKHOLDERS AND OPTIONHOLDERS ARE URGED TO READ THE INFORMATION STATEMENT CAREFULLY. Stockholders and optionholders may obtain a free copy of the information statement by directing a request to Kirk Patterson, Senior Vice President and CFO, Entorian Technologies Inc., 4030 West Braker Lane, Building 2-100, Austin, Texas 78759.
About Entorian Technologies
For information about Entorian, go to www.entorian.com. Entorian is a trademark of Entorian Technologies Inc.
Entorian Technologies Inc.
Kirk Patterson, 512-334-0111
Senior Vice President and Chief Financial Officer