MINNEAPOLIS, Oct. 5 /PRNewswire-FirstCall/ -- MagStar Technologies, Inc. has filed a Rule 13E-3 Transaction Statement on Schedule 13E-3 with the Securities and Exchange Commission in connection with a "going private" transaction whereby MagStar seeks to terminate the public registration of its common stock under the Securities and Exchange Act of 1934. If the proposed transaction is completed, MagStar would no longer be required to file periodic reports with the Securities and Exchange Commission. The deregistration of MagStar's common stock will also have the effect of terminating the eligibility of its common stock for quotation on the Over-The-Counter Bulletin Board.
A special committee of MagStar's board of directors has approved a 1-for-2,000 share combination, or reverse split, such that shareholders owning less than one whole share of our common stock following the reverse split will have their fractional shares cancelled and converted into the right to receive the cash consideration described herein. As a result of the transaction, each share of the common stock held of record or beneficially by a shareholder owning fewer than 2,000 shares of MagStar's common stock on the record date to be determined will be converted into the right to receive $0.425 per pre-reverse split share, without interest. Shareholders who own 2,000 or more shares of MagStar's common stock on the record date will not be entitled to receive any cash for any whole or fractional shares that may result from the reverse split.
MagStar has not yet determined the record date or the completion date for the proposed transaction. The consummation of the proposed transaction is subject to a number of conditions, including the completion of various filings with the Securities and Exchange Commission. Additionally, MagStar has made certain calculations regarding the reverse split relating to its effect upon its shareholder base to determine the feasibility and structure of the going-private transaction, and to make sure that the proposed transaction is compliant with Minnesota law. The special committee of the board of directors has retained the right to amend the terms of or cancel the transaction at any time prior to consummation of the transaction if it determines, in its discretion, that the transaction is not in the best interests of MagStar or its shareholders.
MagStar Technologies, Inc. is a public reporting company headquartered in Hopkins, Minnesota. The Company's stock is quoted on the Over-The-Counter Bulletin Board under the symbol "MGST". MagStar is a manufacturer of conveyors, motion control devices, spindles, and custom servo motors. MagStar's primary product is Quickdraw brand conveyor systems, used in factory and laboratory automation. MagStar also manufactures customized motion control products (custom servo motors and linear slides), disposable based medical centrifuges and devices, and its' other proprietary product, oil centrifuges. Products manufactured by MagStar are used in high tech manufacturing, laboratory and pharmaceutical processes, electronics assembly, surgical procedures, and laboratory processes.
The information in this discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in other reports or registration statements filed by the Company with the United States Securities and Exchange Commission. These factors may cause the Company's actual results to differ materially from any forward-looking statements. The Company disclaims any obligation to publicly update these statements, or disclose any difference between actual results and those reflected in these statements.
For further information, please contact Jon Reissner, President and Chief Executive Officer, at 952-935-6921 or at
