Attached files
| file | filename |
|---|---|
| 8-K - MDU COMMUNICATIONS INTERNATIONAL INC | v205019_8k.htm |
| EX-3.1 - MDU COMMUNICATIONS INTERNATIONAL INC | v205019_ex3-1.htm |
Exhibit
99.1
MDU
Communications Announces Reverse Stock Split
TOTOWA,
NJ, December 9, 2010 – MDU Communications International, Inc. (OTC.BB:
MDTV) today announces that its Board of Directors has determined to
proceed with a 1-for-10 share consolidation, or reverse stock split, effective
today. The Company's shares of common stock will continue trading on the
Over-the-Counter Bulletin Board (“OTC.BB”) and will begin trading on a
split-adjusted basis upon approval by the Financial Industry Regulatory
Authority ("FINRA"). The primary objective in effecting a reverse stock split at
this time is to better position the Company for potential acquisitions and
financings and to expand its listing options.
At the
Company’s Annual General Meeting of Stockholders held on June 10, 2010, the
stockholders voted to approve a proposal authorizing the Board of Directors of
the Company to (i) effect a reverse split of the Company's shares of common
stock at a ratio within a range of 1-for-5 and 1-for-10, as determined by the
Board in its sole discretion, and (ii) amend the Company’s Certificate of
Incorporation to reduce the number of authorized shares of common stock from 70
million to 35 million. As authorized, the Board has elected to effect a reverse
split at a ratio of 1-for-10 and the stockholder-approved amendment to the
Company’s Certificate of Incorporation has been filed reflecting the reduction
in authorized shares and the reverse stock split of 1-for-10 effective today.
After the reverse stock split, the Company will be authorized to issue up to 35
million shares of common stock, of which approximately 5,397,582 shares will be
outstanding, excluding unexercised stock options and warrants and subject to
adjustment for fractional shares.
At the
effective time of the reverse stock split, every 10 of MDU Communications
International, Inc.’s pre-split shares of common stock, will automatically be
consolidated into 1 post-split share of common stock. The reverse stock split
will not affect any stockholder's ownership percentage of the Company’s common
stock, except for minimal changes resulting from the treatment of fractional
shares. Outstanding stock incentive awards will also be adjusted to give effect
to the reverse split and the shares available for future grants will be
proportionately reduced.
Registered
holders of Company common stock will receive a letter of transmittal shortly
after the effective date with instructions for the exchange of stock
certificates. It is expected that the OTC.BB will append a "D" to the
Company's ticker symbol once the shares begin trading on a split-adjusted basis
to indicate the completion of the reverse split, and that after a 20 trading-day
period following the commencement of trading on a split-adjusted basis, the
ticker symbol will revert to "MDTV."
####
“Safe
Harbor” statement under the Private Securities Litigation Reform Act of 1995:
This release contains forward-looking statements, including forward-looking
statements relating to the Company’s reverse stock split. Such
statements involve risks and uncertainties which may cause results to differ
materially from those set forth in these statements, including, but not limited
to, FINRA’s review of the reverse stock split. The Company does not
undertake any obligation to update such forward-looking statements.