United Online Announces Special Meeting of Stockholders to Approve Reverse Stock Split
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WOODLAND HILLS, Calif.--(BUSINESS WIRE)--Jul. 11, 2013--
United Online, Inc. (Nasdaq: UNTD), a leading provider of consumer
products and services over the Internet, today announced that it will
hold a special meeting of stockholders to seek approval for a reverse
stock split of United Online’s common stock. The reverse stock split
proposal includes a ratio of one-for-three, one-for-four, one-for-five,
one-for-six, or one-for-seven, to be determined by United Online’s Board
of Directors, and includes a corresponding decrease in the total number
of shares of common stock that United Online is authorized to issue.
If approved by stockholders, the reverse split is expected to be
implemented on United Online common stock in the third quarter of 2013,
immediately prior to United Online’s previously announced separation of
FTD Companies, Inc. from United Online.
The time, date, location and other details regarding the special meeting
will be communicated to stockholders at a later date via proxy materials
which will be filed with, and subject to review by, the Securities and
Exchange Commission (the “SEC”).
The proposal to authorize a reverse stock split is based on United
Online’s expectation that following the separation of FTD Companies from
United Online, the market price and trading ranges for United Online
common stock will no longer reflect the value of the spun-off entity.
United Online’s Board of Directors believes that implementing a reverse
stock split on United Online common stock is likely to benefit the
marketability and liquidity of United Online common stock.
The results of the stockholder vote will not affect the Board of
Director’s decision to proceed with the separation transaction. The
Board of Directors reserves its right to elect not to proceed with the
reverse stock split if it determines that implementing a reverse split
is no longer in the best interests of United Online and its stockholders.
The reverse stock split would not affect any stockholder’s percentage
ownership interests or proportionate voting power, except to the extent
that it results in a stockholder receiving cash in lieu of a fractional
share. Stockholders otherwise entitled to fractional shares will receive
cash payments in lieu of such fractional shares. These cash payments
will reduce the number of stockholders after the reverse split to the
extent there are presently those who would otherwise receive less than
one share of United Online common stock after the reverse split.
Important Information about the Reverse Split
Proposal
This communication may be deemed to be solicitation material in
connection with the proposal to be submitted to United Online’s
stockholders at its special meeting seeking approval to effect a reverse
split immediately prior to the separation of FTD Companies on United
Online common stock and a corresponding decrease to the total number of
shares of common stock that United Online is authorized to issue (the
“Reverse Split Proposal”). In connection with the Reverse Split
Proposal, United Online plans to file a preliminary proxy statement on
Schedule 14A with the SEC. Stockholders of United Online are urged to
read the preliminary proxy statement and all other relevant documents
filed with the SEC when they become available, including United Online’s
definitive proxy statement, because they will contain important
information about the Reverse Split Proposal and United Online. Notice
of the Internet availability of the definitive proxy statement will be
sent to holders of United Online common stock as of the record date in
connection with seeking their authorization of the Reverse Split
Proposal.
Investors and security holders will be able to obtain the documents
(when available) free of charge at the SEC’s website, www.sec.gov.
In addition, United Online stockholders may obtain free copies of the
documents filed with the SEC when available at United Online’s website, www.unitedonline.com.
You also may read and copy any reports, statements and other information
filed by United Online with the SEC at the SEC public reference room at
100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC’s website for further information
on its public reference room.
United Online and its Board of Directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
holders of United Online common stock in respect of the Reverse Split
Proposal. Information about the directors and executive officers of
United Online is set forth in United Online’s proxy statement for the
2013 annual meeting of stockholders, which was filed with the SEC on
April 30, 2013. Investors may obtain additional information regarding
the interest of United Online and its directors and executive officers
in the Reverse Split Proposal by reading the preliminary proxy statement
and, when it becomes available, the definitive proxy statement relating
to the special meeting.
About United Online®
United Online, Inc. (Nasdaq: UNTD), through its operating subsidiaries,
is a leading provider of consumer products and services over the
Internet, where their respective brands have attracted a large online
audience that includes more than 100 million registered accounts
worldwide. The company's FTD segment provides floral-related products
and services (FTD, Interflora, Flying Flowers, and Flowers Direct) for
consumers and retail florists, as well as other retail locations
offering floral and related products and services. The company's Content
& Media segment provides online nostalgia products and services
(Classmates and StayFriends) and online loyalty marketing (MyPoints).
Its primary Communications segment service is Internet access (NetZero
and Juno), including 4G mobile broadband (NetZero Wireless).
Cautionary Information Regarding
Forward-Looking Statements
This release contains forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform
Act of 1995, as amended. Any determination regarding the contemplated
reverse stock split, the ratio therefor or any other stock split in the
future will depend upon the company’s stock price, financial condition,
results of operations, and cash flows and such other factors as are
deemed relevant by the Board of Directors. Information about potential
factors that could affect the company’s business, financial condition,
results of operations, and cash flows is included in the company’s
annual and quarterly reports filed with the Securities and Exchange
Commission (http://www.sec.gov),
including, without limitation, information under the captions
“Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and “Risk Factors.”
Source: United Online, Inc.
United Online, Inc.
Investors:
David Bigelow, 818-287-3560
dbigelow@corp.untd.com
or
Press:
Scott
Matulis, 818-287-3388
pr@untd.com