Cohesant Inc. (Pink Sheets: COHY) ("Cohesant") today announced that its Board of Directors has approved a 1-for 50,000 reverse stock split (the "Reverse Stock Split") of its Common Stock, $.01 par value ("Common Stock"). The Reverse Stock Split will be immediately followed by a 50,000-for-1 forward stock split (the "Forward Stock Split"). Stockholders holding 50,000 or more shares of Common Stock immediately prior to the Reverse Stock Split on the Effective Date will not be affected by the stock splits. Stockholders of record owning fewer than 50,000 shares of Common Stock immediately preceding the Reverse Stock Split (the "Cash Out Stockholders") will be paid $0.60 in cash (the "Cash Out Price") for each pre-Reverse Stock Split share of Common Stock held rather than receiving fractional shares.
Stockholders will be asked to approve amendments to Cohesant's Certificate of Incorporation effecting the stock splits at a Special Stockholders' Meeting scheduled for December 19, 2011. If approved by its stockholders in accordance with Cohesant's charter and Delaware law, the stock splits would become effective on December 21, 2011 (the "Effective Date"). The Record Date for the Special Stockholders' Meeting is December 6, 2011.
Stockholders who own less than 50,000 Company shares but do not want to be cashed out may be able to remain Company stockholders if they are able to purchase a sufficient number of Company shares in advance of the reverse stock split so that they hold at least 50,000 shares on the date of the reverse stock split.
The Company will not solicit proxies from its common stockholders for the Special Meeting.
Western Reserve Partners, LLC, an independent, nationally recognized expert in corporate and corporate stock valuations, has provided the Board of Directors with a Fairness Opinion, dated November 28, 2011 that the $0.60 cash consideration to be paid for each pre-Reverse Split share to the Cash Out Stockholders is fair, from a financial point of view, to such holders. The closing price of Cohesant's Common Stock on December 5, 2011 was $0.12. A copy of Western Reverse Partners' Fairness Opinion and information concerning the Special Meeting of Stockholders has been posted to the Company's corporate website: www.cohesant.com.
Morris H. Wheeler, Chairman and Chief Executive Officer of Cohesant, indicated that there is a current lack of liquidity in the market for Cohesant's Common Stock. Trading in the Common Stock has diminished significantly since Cohesant ceased to be an SEC-reporting company in July, 2008. The Reverse Stock Split allows Cash Out Stockholders to receive fair value for their shares in a simple and cost-effective manner.
ABOUT COHESANT INC.
Cohesant, based in Beachwood, Ohio, is engaged in the protection and renewal of drinking water distribution systems and wastewater collection systems for municipal and industrial infrastructure and the design, development, manufacture and sale of specialty coatings and equipment used to apply such coatings. The Company markets its products under numerous trade names including; Raven and AquataPoxy.
Safe Harbor Statement
This communication contains forward-looking statements that are made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995, particularly those statements preceded by, followed by, or that otherwise include the words, "believes," "expects," "anticipates," "intends," "estimates," or similar expressions. Forward-looking statements relating to expectations about future results or events are based upon information available as of today's date, and there is no assumed obligation to update any of these statements. The forward-looking statements are not guarantees of future performance, and actual results may vary materially from the results and expectations discussed. These forward-looking statements are made subject to significant risks and uncertainties that could cause actual results to differ materially from those stated. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Cohesant Inc. undertakes no obligation to publicly release any revisions to these forward looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.
Contacts:
Cohesant Inc.
Morris H. Wheeler, Chairman & Chief Executive
Officer, 216-910-1700