Refac Optical Group Extends Period of Time to Exercise Payment Rights
14 August 2006 - 9:45PM
Business Wire
Refac Optical Group (AMEX: REF) today announced an extension in the
expiration date for the exercise of the non-transferable payment
right (the "Payment Right") granted to qualifying stockholders in
connection with its February 28, 2003 merger (the "Palisade
Merger") with a wholly owned subsidiary of Palisade Concentrated
Equity Partnership, L.P. pursuant to an Agreement and Plan of
Merger, dated as of August 19, 2002, as amended (the "Palisade
Merger Agreement"). The expiration date has been extended for one
year from September 30, 2006 to September 30, 2007. Under the terms
of the Palisade Merger Agreement, the Payment Right applies to
stockholders who received their Refac common stock, par value
$0.001 per share, as part of the consideration in the Palisade
Merger (the "Merger Shares") and have continuously held such Merger
Shares from the date of the Palisade Merger. The Payment Right
gives such stockholders the right to sell their Merger Shares to
Refac at $8.29 per share. Since the Palisade Merger, Refac's
financial statements have reflected the estimated amount required
to satisfy all Payment Rights as temporary equity with a similar
amount reducing additional paid-in capital. It has also restricted
a portion of its investments being held to maturity to maintain the
"Contingent Fund" called for by the Palisade Merger Agreement. As
of July 31, 2006, Refac estimated that approximately 502,000 shares
of its common stock were subject to the Payment Right and
accordingly maintained the Contingent Fund at $4,162,000. Refac
will be mailing eligible stockholders instructions on how to
exercise their Payment Right. About Refac Optical Group Refac
Optical Group, a leader in the retail optical industry and the
sixth largest retail optical chain in the United States, operates
532 retail locations in 47 states and Canada, consisting of 509
licensed departments, five freestanding stores, 18 eye health
centers and professional optometric practices, two surgery centers,
one of which is a laser correction center, and two manufacturing
laboratories. The licensed departments include 352 located at J.C.
Penney stores, 63 at Sears, 29 at Macy's and Marshall Field's
department stores, 23 at Boscov's department stores, and 30 at The
Bay. These licensed departments are full-service retail vision care
stores that offer an extensive selection of designer brands and
private label prescription eyewear, contact lenses, sunglasses,
ready-made readers and accessories.
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