MathStar Board of Directors Rejects $1.15 per Share Tender Offer From Tiberius Capital II, LLC
13 June 2009 - 8:29AM
PR Newswire (US)
Board Recommends Stockholders Not Tender Their Shares to Tiberius
Capital II, LLC HILLSBORO, Ore., June 12 /PRNewswire-FirstCall/ --
MathStar, Inc. (Pink Sheets: MATH) today announced that its Board
of Directors recommends that MathStar stockholders reject the $1.15
per share cash tender offer from Tiberius Capital II, LLC
(Tiberius). After a thorough review of the tender offer, the Board
determined that the tender offer is inadequate and not in the best
interests of MathStar and its stockholders. The Board therefore
recommends that MathStar stockholders not tender their shares into
the offer. The MathStar Board described many reasons for rejecting
the Tiberius tender offer, including the following: -- The tender
offer is being made for only 51% of MathStar's total outstanding
shares, with no assurance that stockholders whose MathStar shares
are not purchased in the tender offer will receive any cash
consideration for their shares, or that any tendering stockholders
would have all of their shares purchased. -- The Tiberius $1.15 per
share offer is less than the estimated $1.40 per share liquidation
value of MathStar and thus is financially inadequate. -- The offer
does not include a clearly stated plan for MathStar's future. --
Tiberius does not explain how it would deal with the issues
presented by Section 203 of the Delaware General Corporation Law.
-- If the Tiberius tender offer is successfully completed,
MathStar's approximately $140 million in net operating loss
carryforwards ("NOLs") will be reduced or eliminated, and the value
of the NOLs to MathStar and its remaining stockholders whose shares
are not purchased in the tender offer would be diminished or lost.
-- The offer fails to take into account strategic transactions
currently being considered by MathStar's Board of Directors, and,
if the offer is successfully completed, it probably would result in
such transactions not moving forward. -- The offer is highly
conditional, creating substantial uncertainty as to whether
Tiberius would be required to consummate the offer. MathStar set
forth details of the basis for its Board's recommendations in a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with
the Securities and Exchange Commission (SEC) today. MathStar
stockholders may review and obtain copies of the
Solicitation/Recommendation Statement on Schedule 14D-9 accessed at
the website maintained by the SEC at http://www.sec.gov/. You may
also obtain copies of the Solicitation/Recommendation Statement on
Schedule 14D-9 at http://www.mathstar.com/ or by contacting
MathStar's information agent, The Proxy Advisory Group, LLC, at
(888) 337-7699 (888-33PROXY). Statements in this press release,
other than historical information, may be "forward-looking" in
nature within the meaning of the Private Securities Litigation
Reform Act of 1995 and are subject to various risks, uncertainties
and assumptions. These statements are based on management's current
expectations, estimates and projections about MathStar and include,
but are not limited to, those set forth in the section of
MathStar's Annual Report on Form 10-K for the year ended December
31, 2008 filed with the Securities and Exchange Commission on March
31, 2009 under the heading "Item 1A. Risk Factors" and in our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
MathStar undertakes no obligation to update any forward-looking
statements in order to reflect events or circumstances that may
arise after the date of this release. DATASOURCE: MathStar, Inc.
CONTACT: The Proxy Advisory Group, LLC, 1-888-337-7699, for
MathStar, Inc. Web Site: http://www.mathstar.com/
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