Fortune Industries Completes MergerPosted: Updated:
Fortune Industries Inc. says its merger with Tennessee-based CEP Inc. and CEP Merger Sub Inc. has met board approval and is now complete. As a result, the Indianapolis-based human resources company has voluntarily filed to delist its common stock from the NYSE MKT exchange. July 1, 2013
INDIANAPOLIS, Ind. - Fortune Industries, Inc. (the "Company") announced today that the previously-announced Agreement and Plan of Merger by and among between CEP, Inc., a Tennessee corporation ("CEP"), CEP Merger Sub, Inc., a Tennessee corporation and a wholly-owned subsidiary of CEP, and the Company, which was approved by the Company's shareholders on June 20, 2013, closed and became effective on July 1, 2013 (the "Effective Time"). The Company's outsourced human resource services operations will continue to serve its clients as normal without interruption.
Each record and beneficial holder of the Company's common stock ($0.10 par value) holding less than five hundred one (501) shares on March 26, 2012, and continuing to hold less than five hundred one (501) shares immediately prior to the Effective Time (including any heir or devisee of such holder holding such shares pursuant to the laws of descent and distribution in that holder's domicile) (the "Small Block Shareholders"), will be receiving by U.S. Mail a notification from the Company's paying agent with further instructions for surrendering their shares in order to receive the merger consideration of $0.61 per share. As a result of the merger becoming effective, the shares held by the Small Block Shareholders were canceled and extinguished and automatically converted into the right to receive $0.61 per share. The Company's common stock held by all other shareholders will remain issued and outstanding.
"With the Company's preferred stock eliminated through the merger transaction, we will be diligently working together as common shareholders in an effort to grow shareholder value as a non-SEC reporting company," stated Tena Mayberry, Chief Executive Officer and President of the Company.
As a result of the merger becoming effective, the Company has reduced its record shareholder count to below 300 and has filed with the Securities Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934 (the "Exchange Act") to effect the voluntary delisting of its common stock from the NYSE MKT exchange prior to market open on July 1, 2013. The Company has not made any arrangements for the listing on another securities exchange or for quotation in another medium. The Company also intends to suspend its reporting obligations under the Exchange Act and will file the required notice(s) with the Securities Exchange Commission.
About Fortune Industries, Inc.
Fortune Industries, Inc. is focused as a professional employer organization (PEO) to small and medium-sized businesses in 47 states, including human resource consulting and management, employee assessment, training, and benefits administration.
Fortune Industries, Inc. is based in Indianapolis, Indiana, and, until July 1, 2013, was publicly traded on the NYSE MKT exchange under the symbol FFI. Additional information about Fortune Industries, Inc. can be found at www.ffi.net.
Source: Fortune Industries Inc.