Orckit Receives Court Approval for Arrangement With Note Holders; Co-Founders Tamir and Paneth to Convert Their Series B Note...
June 20 2012 - 4:05PM
Orckit Communications Ltd. (Nasdaq:ORCT) (the "Company") today
announced that it has received the final approval of the District
Court of Tel Aviv of the arrangement with the holders of its Series
A convertible notes and Series B convertible notes, following the
approval of the Tel Aviv Stock Exchange and the Israel Securities
Authority. The arrangement is expected to become effective at a
closing to be held next week.
Pursuant to the terms of the arrangement, the conversion price
of the Series A notes will be reduced from NIS 63.00 (approximately
$16.34) per share to NIS 1.37 per share (approximately $0.36)
during the period expected to commence on July 2, 2012 and end on
July 21, 2012. Thereafter, the conversion price of the Series A
notes will increase to NIS 7.61 per share (approximately
$1.97).
The conversion price of the Series B notes will be reduced from
NIS 10.00 (approximately $2.59) per share to NIS 7.61 per sharere
(approximately $1.97) during the period expected to commence on
July 2, 2012 and end on July 11, 2012. Thereafter, the conversion
price of the Series B notes will be further reduced to NIS 1.83 per
share (approximately $0.47) for the period expected to end on
August 5, 2012. Thereafter, the conversion price of the Series B
notes will return to NIS 7.61 per share.
Currently the Company has the right to force conversion of the
Series A notes at approximately $16.34 per share if the prevailing
market price of its ordinary shares is at least $30.00 per share
and does not have the right to force conversion of the Series B
notes. Starting on or about July 21, 2012 with respect to the
Series A notes and starting on or about August 6, 2012 with respect
to the Series B notes, the Company will have the right to force the
conversion of the Series A notes and/or the Series B notes at the
price of $1.97 per share if the prevailing market price of its
ordinary shares is at least $3.00 per share. Prevailing market
price is the price on the Tel Aviv Stock Exchange for any 20
trading days within a period of 30 consecutive trading days.
Mr. Izhak Tamir, Orckit's co-founder and President, and Mr. Eric
Paneth, Orckit's co-founder and Chief Executive Officer, have each
notified the Company that he intends to convert all of his
Series B notes during the conversion period. Taken together, the
conversion of Series B notes in the aggregate principal amount of
NIS 7,277,000 (approximately $1,887,189) will result in the
issuance of 3,976,503 ordinary shares. Neither Mr. Tamir nor Mr.
Paneth holds Series A notes.
Mr. Tamir commented, "We are extremely pleased that we have come
to a final resolution with our note holders. From the many
meetings I have held with note holders in the past two weeks, I was
happy to see that they understand Orckit's potential business
opportunities. If an ample amount of our notes will be
converted during the conversion period, our balance sheet, which
was a concern to our customers, will be strengthened and Orckit
will be well positioned to capitalize upon these
opportunities."
Orckit will announce its first quarter results prior to the
commencement of the new conversion period of the notes.
For a description of the other terms of the arrangement, see the
Company's annual report on Form 20-F filed on May 15, 2012. In the
event of any discrepancies between information in the Form 20-F and
the information in this press release, the information in this
press release shall prevail. The U.S. Dollar amounts appearing
in this press release are based on the representative exchange rate
published by the Bank of Israel on June 18, 2012 and are subject to
change as the exchange rate of the New Israeli Shekel in relation
to the U.S. Dollar fluctuates.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995
Certain statements in this press release are forward-looking
statements that involve a number of risks and uncertainties
including, but not limited to, the risk that challenges by third
parties or other events outside the control of the Company would
delay the implementation of the arrangement or result in its
termination, and the risk factors detailed in the Company's U.S.
Securities and Exchange Commission reports, including but not
limited to, those included in its annual report on Form 20-F filed
on May 15, 2012. Actual results may materially differ from those
set forth in this report on Form 6-K. The Company assumes no
obligation to update the information in this report on Form
6-K.
About Orckit Communications Ltd.
Orckit facilitates telecommunication providers' delivery of high
capacity broadband residential, business and mobile services over
wireline or wireless networks with its Orckit-Corrigent family of
products. With 20 years of field experience with Tier-1 customers
located around the world and sound leadership, Orckit has a firm
foothold in the ever-developing world of telecommunication.
Orckit-Corrigent's product portfolio includes Packet Transport
Network (PTN) switches - an MPLS and MPLS-TP dual stack based
portfolio enabling advanced packet as well as legacy services over
packet networks with a wide set of transport features.
Orckit-Corrigent markets its products directly and indirectly
through strategic alliances, as well as distribution and reseller
partners worldwide. Orckit was founded in 1990 and went public in
1996. The company is active in APAC, Western and Eastern Europe,
and America.
For more information, please visit http://www.orckit.com. Follow
Orckit on Twitter @ORCT
CONTACT: Ruder Finn Israel for Orckit-Corrigent
Matthew Krieger
+972-544-676-950
matthew@ruderfinn.co.il
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