BroadVision, Inc. (BVSN), a global provider of web
self-service solutions, today announced that tomorrow, March 8, 2006,
it will complete the previously announced conversion of approximately
$15.5 million of principal and interest on outstanding secured
convertible notes into common shares of the Company. In connection
with this transaction, the Company will issue 34,500,000 shares of its
common stock to a company owned by Dr. Pehong Chen, Chairman and CEO
of BroadVision, at a price of $0.45 per share in exchange for the
cancellation of the notes, all of which were held by Dr. Chen's
company, and a portion of the accrued interest on the notes. At the
same time, BroadVision will pay Dr. Chen's company approximately
$180,000 in cash, representing the portion of the accrued interest on
the notes not converted. The common share issuance, representing
approximately 50% of the post-conversion shares outstanding, will
increase Dr. Chen's ownership interest to 58.9% of the total shares
outstanding. The closing price of the Company's common stock on the
Nasdaq National Market today, March 7, 2006, was $0.65 per share.
The Company also announced that, in order to complete the share issuance without violating applicable listing standards, it has delivered to Nasdaq a notification of voluntarily delisting of its common stock from the Nasdaq National Market effective prior to the opening of trading tomorrow, Wednesday, March 8, 2006. Accordingly, the last day of trading on the Nasdaq National Market will be today, Tuesday, March 7, 2006. Quotations for BroadVision's common stock are currently available through the "Pink Sheets" (www.pinksheets.com) under the trading symbol "BVSN," and the Company anticipates that such quotations will continue to be available. BroadVision's common stock may also be quoted in the future on the OTC Bulletin Board operated by Nasdaq, provided that a market maker files the necessary application with the NASD and such application is cleared. As previously announced, the Company received a notice from Nasdaq stating that the Company was not in compliance with the minimum bid price rules applicable to stocks traded on the Nasdaq National Market, and it had until March 6, 2006 to regain compliance.
Also, as previously announced, the Company intends to effect, as soon as practicable, a rights offering under which all stockholders of record at the close of business on December 20, 2005 will receive nontransferable rights to purchase approximately 5.9 additional common shares at $0.45 per share for each common share then held. Dr. Chen and his affiliates have waived any right to purchase shares in the rights offering. The rights offering will be made only by means of a prospectus, a preliminary copy of which was filed with the Securities and Exchange Commission as part of a registration statement on February 3, 2006. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the rights offering, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About BroadVision
BroadVision (BVSN) is a global provider of web self-service solutions. Its agile commerce and portal applications enable customers to quickly create and adapt online processes to keep pace with changing business requirements. Over 1,000 organizations, serving nearly 75 million registered users, rely on BroadVision's open solutions to power and personalize their mission-critical web initiatives. Additional information about BroadVision can be obtained at www.broadvision.com.
Information Concerning Forward-Looking Statements
Information in this release that involves expectations, beliefs, hopes, plans, intentions or strategies regarding the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which forward-looking statements involve risk and uncertainties. Examples of these forward-looking statements are the discussions regarding the anticipated rights offering and future quotations on BroadVision's common stock. All forward-looking statements included in this release are based upon information available to BroadVision as of the date of this release, and BroadVision assumes no obligation to update or correct any such forward-looking statements. These statements are not guarantees of future performance, and actual results could differ materially from BroadVision's current expectations. Factors and risks associated with BroadVision's business are discussed in its most recent annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission.
BroadVision is a registered trademark of BroadVision, Inc. in the United States and other countries.
The Company also announced that, in order to complete the share issuance without violating applicable listing standards, it has delivered to Nasdaq a notification of voluntarily delisting of its common stock from the Nasdaq National Market effective prior to the opening of trading tomorrow, Wednesday, March 8, 2006. Accordingly, the last day of trading on the Nasdaq National Market will be today, Tuesday, March 7, 2006. Quotations for BroadVision's common stock are currently available through the "Pink Sheets" (www.pinksheets.com) under the trading symbol "BVSN," and the Company anticipates that such quotations will continue to be available. BroadVision's common stock may also be quoted in the future on the OTC Bulletin Board operated by Nasdaq, provided that a market maker files the necessary application with the NASD and such application is cleared. As previously announced, the Company received a notice from Nasdaq stating that the Company was not in compliance with the minimum bid price rules applicable to stocks traded on the Nasdaq National Market, and it had until March 6, 2006 to regain compliance.
Also, as previously announced, the Company intends to effect, as soon as practicable, a rights offering under which all stockholders of record at the close of business on December 20, 2005 will receive nontransferable rights to purchase approximately 5.9 additional common shares at $0.45 per share for each common share then held. Dr. Chen and his affiliates have waived any right to purchase shares in the rights offering. The rights offering will be made only by means of a prospectus, a preliminary copy of which was filed with the Securities and Exchange Commission as part of a registration statement on February 3, 2006. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the rights offering, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About BroadVision
BroadVision (BVSN) is a global provider of web self-service solutions. Its agile commerce and portal applications enable customers to quickly create and adapt online processes to keep pace with changing business requirements. Over 1,000 organizations, serving nearly 75 million registered users, rely on BroadVision's open solutions to power and personalize their mission-critical web initiatives. Additional information about BroadVision can be obtained at www.broadvision.com.
Information Concerning Forward-Looking Statements
Information in this release that involves expectations, beliefs, hopes, plans, intentions or strategies regarding the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which forward-looking statements involve risk and uncertainties. Examples of these forward-looking statements are the discussions regarding the anticipated rights offering and future quotations on BroadVision's common stock. All forward-looking statements included in this release are based upon information available to BroadVision as of the date of this release, and BroadVision assumes no obligation to update or correct any such forward-looking statements. These statements are not guarantees of future performance, and actual results could differ materially from BroadVision's current expectations. Factors and risks associated with BroadVision's business are discussed in its most recent annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission.
BroadVision is a registered trademark of BroadVision, Inc. in the United States and other countries.