FREMONT, Calif., July 24, 2020 /PRNewswire/ — Sigma Designs, Inc.® (NASDAQ: SIGM) today announced that its Board of Directors has approved a final distribution of $0.285 per share to its shareholders of record as of the close of business on August 3, 2020. The amount is based on a total of approximately 40.0 million shares outstanding. The payment of the distribution will be initiated on August 17, 2020. This distribution will be made in accordance with the Company’s previously announced voluntary Plan of Liquidation and Dissolution (the “Liquidation Plan”) that was approved by its shareholders at a special meeting of shareholders held on April 17, 2018.
Dissolution Plan Update
Sigma has been working to wind down all of its operations and resolve all outstanding creditor claims. The extended period of time of the dissolution process has been primarily attributed to winding down certain foreign subsidiaries in Europe and Asia, which has taken longer than originally anticipated.
This final distribution of approximately $11.4 million will bring the total amount of cash returned to shareholders to over $252 million, or the top end of the range of $235 million to $255 million of total distributions that Sigma had initially estimated to shareholders. After paying the final distribution amount, any remaining funds will be used for the payment of final dissolution expenses, to settle any final claims and expenses and establish any necessary reserve amounts in connection with the final dissolution. To the extent that these funds are not ultimately exhausted, the Company expects remaining funds to be nominal and will donate such funds to the St. Jude Children’s Research Hospital.
After payment of the final distribution, the Company intends to proceed with the following actions, in no particular order: dissolve as promptly as possible, accept resignation of the current members of its Board of Directors, and transition the remaining dissolution process to Armanino LLP who the Board has retained to complete the dissolution process.
Removal from the OTC Pink Marketplace
The Company’s common stock continues trading on the OTC Pink marketplace. However, in order to receive the final distribution amount, shareholders will be required to return their stock certificates or, if held electronically via book entry, to agree and acknowledge that their shares will be cancelled. Upon completion of the distribution, there will no longer be any outstanding securities of the Company, and the Company intends to request that its shares be removed from the OTC Pink marketplace. There can be no guarantee on the timing of when its shares will be removed from the OTC Pink marketplace, and the Company does not intend to provide an additional notice of its removal.
The Company’s Paying Agent
Sigma Designs has appointed Computershare to serve as the Company’s paying agent. You may contact Computershare with any question about your shares and the distribution.
Below is the contact information for Computershare:
Attn: Corporate Actions
P.O. Box 505004
Louisville KY 40233-5004
Forward Looking Statements
This Press Release contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended). These statements include, but are not limited to, the anticipated timing and amount of the final cash distribution to shareholders, the timing of the final dissolution of Sigma, the anticipated removal of the Company’s shares from the OTC Pink marketplace, and other statements identified by words such as “will”, “expect”, “intends”, “believe”, “anticipate”, “estimate”, “should”, “intend”, “plan”, “potential”, “predict” “project”, “aim”, and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of Sigma Designs, as well as assumptions made by, and information currently available to, such management, and involve risks and uncertainties, many of which are beyond Sigma’s and its management’s control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place reliance on such statements.
Particular uncertainties that could materially affect future results include any risks associated with the proposed completion of Sigma’s Plan of Liquidation and Dissolution, such as: (1) uncertainties as to the timing and expense related to remaining liquidation and shut down activities; (2) unexpected claims of third parties that have not yet been presented to Sigma; and (3) unexpected costs, charges or expenses realized in the process of winding down.
The foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction Sigma Designs’ historical filings with the Securities and Exchange Commission (“SEC”), which you may obtain for free at the SEC’s website at http://www.sec.gov, and which discuss additional important risk factors that may affect Sigma’s business, results of operations and financial condition. Sigma Designs does not intend to publicly update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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SOURCE Sigma Designs, Inc.