Common Stock to Begin Trading on a Split-Adjusted Basis at Market
Open on June 20, 2019
FORT WORTH, Texas -- (Business Wire)
Pier 1 Imports, Inc. (NYSE:PIR) today announced that at its 2019 annual
meeting of shareholders held on June 19, 2019, Pier 1’s shareholders
approved a proposal authorizing the Company’s Board of Directors to
effect a reverse stock split at a ratio of 1-for-5, 1-for-10 or
1-for-20, and to reduce the number of authorized shares of common stock
by a corresponding ratio, at any time prior to the Company’s annual
meeting of shareholders to be held in 2020, as determined by the Board
of Directors in its sole discretion. The Company reported that
53,284,243 votes were cast “For” the proposal, representing 62.67% of
the Company’s outstanding shares entitled to vote at the 2019 annual
meeting of shareholders.
Following the annual meeting, Pier 1’s Board of Directors formally
authorized a 1-for-20 reverse stock split of Pier 1’s common stock which
will be effective at 12:01 a.m. on June 20, 2019. Beginning with the
opening of trading on June 20, 2019, the Company’s common stock will
trade on the New York Stock Exchange (NYSE) on a split-adjusted basis
under a new CUSIP number, 720279504.
The objective of the reverse stock split is to enable Pier 1 to regain
compliance with the NYSE minimum share price continued listing rule and
maintain its listing on the NYSE. As previously announced, Pier 1 can
regain compliance with the NYSE minimum share price requirement if on
the last trading day of any calendar month during the six-month cure
period, or on the last day of the six-month cure period on July 11,
2019, the Company has a closing share price of at least $1.00, and an
average closing share price of at least $1.00 over the 30 trading-day
period ending on such date.
The reverse stock split will reduce the number of shares of common stock
issued and outstanding from approximately 84,990,884 to approximately
4,249,544. The authorized number of shares of common stock will be
reduced by a corresponding ratio to 25 million. The reverse stock split
affects all issued and outstanding shares of the Company’s common stock
and shares held in treasury, as well as the number of shares of common
stock available for issuance under the Company’s stock incentive plans
and outstanding awards subject to those plans. The reverse stock split
affects all shareholders uniformly and will not alter any shareholder’s
percentage interest in the Company’s common stock, except for
adjustments that may result from the treatment of fractional shares as
No fractional shares will be issued as a result of the reverse stock
split. In lieu thereof, the Company’s transfer agent will aggregate all
fractional shares and sell them as soon as practicable after the
effective time at the then-prevailing prices on the open market. After
the transfer agent’s completion of such sale, shareholders who would
have been entitled to a fractional share as a result of the reverse
stock split will instead receive a cash payment from the transfer agent
in an amount equal to their respective pro rata share of the total
proceeds of that sale, net of any brokerage costs incurred by the
transfer agent to sell such fractional shares.
Additional information regarding the reverse stock split can be found in
the Company’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on May 9, 2019.
Financial Disclosure Advisory
Except for historical information contained herein, the statements in
this press release or otherwise made by our management in connection
with the subject matter of this press release are forward-looking
statements (as such term is defined in the Private Securities Litigation
Reform Act of 1995) and involve risks and uncertainties and are subject
to change based on various important factors. This press release
includes forward-looking statements that are based on management’s
current estimates or expectations of future events or future results.
These statements are not historical in nature and can generally be
identified by such words as “believe,” “expect,” “estimate,”
“anticipate,” “plan,” “may,” “will,” “intend” and similar expressions.
Management’s expectations and assumptions regarding future results are
subject to risks, uncertainties and other factors that could cause
actual results to differ materially from the anticipated results or
other expectations expressed in the forward-looking statements included
in this press release. These risks and uncertainties include, but are
not limited to: potential volatility in the price of the Company’s
common stock following the reverse stock split, the Company's ability to
comply with the continued listing criteria of the NYSE, including
listing criteria based upon the Company’s market capitalization, and
risks arising from the potential suspension of trading of the Company's
common stock on that exchange. These and other factors that could cause
results to differ materially from those described in the forward-looking
statements contained in this press release can be found in the Company’s
Annual Report on Form 10-K and in other filings with the SEC. Refer to
the Company’s most recent SEC filings for any updates concerning these
and other risks and uncertainties that may affect the Company’s
operations and performance. Undue reliance should not be placed on
forward-looking statements, which are only current as of the date they
are made. The Company assumes no obligation to update or revise its
forward-looking statements, except as may be required by applicable law.
About Pier 1 Imports, Inc.
Founded with a single store in 1962, Pier 1 Imports is a leading
omni-channel retailer of unique home décor and accessories. The
Company’s products are available through more than 965 Pier 1 stores in
the U.S. and Canada and online at pier1.com. For more information or to
find the nearest store, please visit pier1.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190619005747/en/
The Blueshirt Group
Source: Pier 1 Imports, Inc.
© 2020 Canjex Publishing Ltd. All rights reserved.