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MRV Announces $10 Million Share Repurchase Authorization; Special Cash Dividend of $0.07 per Share of Common Stock; and One-For-Twenty Reverse Split of Its Common Stock
By: Marketwired .
Dec. 3, 2012 08:30 AM
CHATSWORTH, CA -- (Marketwire) -- 12/03/12 -- MRV Communications, Inc. (OTCQB: MRVC) ("MRV" or the "Company"), a leading provider of optical communications network infrastructure equipment and integration and managed services, today announced:
"MRV continues to execute on its strategy to maximize value for its stockholders and drive long-term growth of its core business, Optical Communications Systems," said Kenneth Traub, Chairman of MRV's Board of Directors. "We are pleased that the recent closing of the sale of two of our non-core European subsidiaries has fortified our balance sheet, enabling us to return excess capital to stockholders while continuing to invest in strengthening and expanding OCS."
Barry Gorsun, chief executive officer of the Company, added, "OCS's technology platform is well positioned in the optical transport, carrier Ethernet, mobile backhaul, data center and cloud computing markets and we are committed to continuing investing in and supporting a product road map that will capitalize on our strengths in serving these growing markets."
Share Repurchase Authorization
The plan expires on December 31, 2013 or may be suspended or discontinued at any time, without prior notice. The funding for the repurchase is available from existing cash on hand. A plan under Rule 10b5-1 of the Exchange Act allows a company to repurchase its shares at times when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. A broker selected by MRV will have the authority under the terms and limitations specified in the plan to repurchase shares on MRV's behalf in accordance with the terms of the plan.
Reverse Stock Split
Each stockholder's relative percentage ownership interest in the Company will remain substantially unchanged after the reverse stock split. In addition, the rights and privileges of the holders of the Company's Common Stock are unaffected by the reverse stock split. The reverse stock split will be made pursuant to a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation filed with the State of Delaware.
Once the reverse stock split is effective, every 20 shares of the Company's issued and outstanding Common Stock will be converted into one share of Common Stock. No fractional shares of Common Stock will be issued in connection with the reverse stock split, and any fractional shares will be paid in cash based on the average of the high and low trading prices of the Common Stock during the regular trading hours for the five trading days immediately preceding December 26, 2012. The reverse stock split will reduce the number of shares of issued and outstanding Common Stock from approximately 152.8 million pre-split to approximately 7.6 million post-split. Additionally the number of authorized shares of Common Stock will be reduced from 320 million to 16 million. The same adjustment will be made to options held by the Company's option holders and restricted stockholders, and a corresponding reduction will be made to authorized available shares under the Company's 2007 Omnibus Incentive Plan. The reverse stock split will have no effect on the Company's authorized shares of preferred stock.
Stockholders of record as of the effective date who hold their shares in certificate form will receive a letter of transmittal shortly after December 26, 2012, providing for the exchange of their certificates.
About MRV Communications, Inc.
Forward Looking Statements
For further information regarding risks and uncertainties associated with MRV's businesses, please refer to the "Management's Discussion and Analysis of Results of Operations and Financial Condition" and "Risk Factors" sections of MRV's SEC filings, including, but not limited to, its annual report on Form 10-K for the year ended December 31, 2011, and its quarterly report on Form 10-Q for the quarter ended September 30, 2012, copies of which may be obtained by contacting MRV's investor relations department or by visiting MRV's website at http://www.mrv.com or the SEC's EDGAR website at http://www.sec.gov.
All information in this release is as of December 3, 2012 unless otherwise stated. MRV undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in MRV's expectations.
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