DALLAS, Feb. 24 /PRNewswire-FirstCall/ -- Somera Communications, Inc. today announced that it has filed with the Securities and Exchange Commission a preliminary proxy statement with respect to a special meeting of its stockholders to seek stockholder approval of amendments to Somera's Amended and Restated Certificate of Incorporation to permit the Company to effect a reverse stock split of its common stock at a ratio selected within the proposed range of 1:5 to 1:15. If approved by stockholders and implemented, the reverse stock split would affect all shares of common stock, including those shares underlying stock options and warrants outstanding immediately prior to the effective time of the reverse stock split.
Somera intends to mail a definitive proxy statement regarding this proposal to its stockholders of record as of March 6, 2006 once the preliminary statement becomes final. A special meeting of Somera's stockholders is scheduled to be held on April 11, 2006 to vote on the reverse stock split proposal.
"At this time, we are recommending a reverse stock split principally to establish a share price high enough to satisfy the $1.00 per share minimum bid price requirement for continued listing of our common stock on the Nasdaq National Market, which our board of directors believes is important for and in the best interests of the Company and its stockholders," said David Heard, Chief Executive Officer of Somera.
About Somera
Somera Communications is a telecom asset management firm that assists service providers in generating greater value from their network assets in the form of lower operating costs, longer product life, higher productivity, and real measurable savings. Somera provides immediate availability of quality, warranted new and refurbished equipment at savings of 25% to 60%. Extending these benefits is Somera RecoveryPLUS, which deploys knowledgeable personnel, proven processes and proprietary software to each client location to provide professional discovery, valuation and asset cataloging, thereby enhancing ongoing network efficiency while improving the accuracy and quality of reports required of today's regulatory environment. In addition, Somera offers outsourced network operations, logistics, and technical service, as well as comprehensive repair services for wireless, wireline, and data products -- all at significant savings and reduced cycle times. Founded in 1995, Somera has developed an impressive base of over 1,100 customers worldwide, including the industry leaders from each segment of the telecommunications market. Visit Somera on the web at http://www.somera.com/.
Where to Find Additional Information
In connection with the proposed reverse stock split, Somera's stockholders are urged to read the definitive proxy statement when it becomes available because it will contain important information about Somera and the proposed reverse stock split. Stockholders will be able to obtain free copies of the proxy statement and other documents filed by Somera with the SEC at the SEC's website (http://www.sec.gov/) or by directing a request to the attention of Jim Gardner, Vice President, Marketing of Somera Communications, Inc., +1-972-304-5660. The company's executive officers and directors may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed reverse stock split.
This news release contains forward-looking statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Somera's operating and financial results are subject to risks and uncertainties, including, but not limited to, general economic conditions particularly affecting the telecommunications industry; capital equipment spending levels in the telecommunications industry, including the risk of continued customer spending delays associated with carrier consolidation; the impact of competition in the market for supplying equipment and equipment lifecycle management services to telecommunications operators; the risk of potential shortage of product supply; and Somera's ability to build its lifecycle management services capabilities; approval of the reverse stock split proposal to be submitted to the company's stockholders; establishment and maintenance of a common stock per share price that will permit the Company to maintain the eligibility of its common stock for quotation on the Nasdaq National Market and other factors fully described in the company's reports to the Securities and Exchange Commission, including but not limited to, the Annual Report on Form 10-K for the fiscal year ended December, 31, 2004, and its Quarterly Reports on Form 10-Q. The company does not undertake to update any forward-looking statements that may be made by or on behalf of the company. Copies of Somera's Securities and Exchange Commission filings may be obtained by contacting Financial Relations Board at 617-520-7064 or by visiting the Investor section of Somera's web site at http://www.somera.com/.
Contact:
Jim Gardner
Vice President, Marketing and Investor Relations
Somera Communications
972-304-5660, ext. 317
