Alliance Semiconductor Corporation Adopts Stockholder Rights Plan to Protect Net Operating Loss Carryforward Assets
28 9월 2013 - 7:00AM
OTC Markets
Alliance
Semiconductor Corporation
announced today that its Board of Directors has adopted a Section
382 Rights
Agreement (the ?Rights Plan?) designed to preserve its tax assets
associated
with net operating loss carryforwards (?NOLs?) under Section 382 of
the
Internal Revenue Code.
Pursuant to U.S.
federal income
tax rules, the Company?s use of certain tax assets could be
substantially
limited if the Company experiences an ?ownership change? (as
defined in
Section 382 of the Internal Revenue Code).
In general, an ownership change occurs if there is a cumulative
change
in the Company?s ownership by ?5 percent shareholders? that
increases by more
than 50 percent over the lowest percentage owned by such
shareholders at any
time during the prior three years on a rolling basis. The
Company noted that the Rights Plan is
designed to serve the interests of all shareholders by helping to
protect the
Company?s ability to use its deferred tax assets to offset future
tax
liabilities and is similar to plans adopted by many other public
companies with
significant tax attributes.
In connection with
the adoption of
the Rights Plan, the Board of Directors has declared a non-taxable
dividend of
one preferred share purchase right (a ?Right?) for each outstanding
share of
common stock to the Company?s shareholders of record as of the
close of business
on October 7, 2013. After the Rights
Plan takes effect, any person or group that acquires beneficial
ownership of
4.95% or more of the Company?s common stock without Board approval
would be
subject to significant dilution in the ownership interest of that
person or
group. Shareholders who currently own
4.95% or more of the outstanding shares of the Company?s common
stock will not
trigger the preferred share purchase rights unless they acquire
additional
shares.
The Rights will
expire on the
earliest of (i) the close of business on September 27, 2016 (unless
that date
is advanced or extended by the Board), (ii) the time at which
the Rights
are redeemed or exchanged under the Rights Plan, or (iii) the
repeal of
Section 382 or any successor statute and the Board?s
determination that
the Rights Plan is no longer necessary for the preservation of the
Company?s
NOLs.
The issuance of the
Rights will
not affect the Company?s reported earnings per share, nor is it
taxable to the Company
or its shareholders.
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