HOUSTON, Feb. 4, 2016 /PRNewswire/ -- ION Geophysical
Corporation (the "Company") (NYSE: IO) today announced (i) a
1-for-15 reverse stock split on shares of the Company's common
stock (the "Reverse Stock Split"), (ii) an increase in the number
of authorized shares of the Company's common stock from 200 million
to 400 million (the "Authorized Share Increase") and (iii) certain
amendments to the Company's 2013 Long-Term Incentive Plan (the
"2013 LTIP") to increase (i) the total number of shares of the
Company's common stock available for issuance under the 2013 LTIP
to 1,248,667 and (ii) the maximum number of such shares that may be
granted in the form of full-value awards to 412,060 (the "LTIP
Amendments"). Authorization to implement the Reverse Stock Split,
Authorized Share Increase and LTIP Amendments was approved by the
Company's stockholders at a special meeting held on February 1, 2016.
The Authorized Share Increase became effective on February 2, 2016. Upon completion of the
Authorized Share Increase, the number of authorized shares of the
Company's common stock increased from 200 million to 400
million.
The Reverse Stock Split became effective after the market closed
on February 4, 2016, which will
result in the Company's common stock to begin trading on a
split-adjusted basis at market open on February 5, 2016. Upon completion of the Reverse
Stock Split, every 15 shares of common stock owned by a stockholder
will be combined into one share of common stock, the number of
outstanding shares will be reduced from approximately 159.8 million
to approximately 10.6 million, and the number of authorized shares
was reduced from 400 million to 26.7 million.
The Company will not issue fractional shares in connection with
the Reverse Stock Split. Stockholders who would otherwise
hold fractional shares following the Reverse Stock Split will
receive cash (without interest and subject to applicable
withholding taxes) in lieu of such fractional shares. The sum
will be based on the net proceeds, after customary brokerage
commissions and other expenses, resulting from the transfer agent
aggregating and selling all fractional share interests into the
market. Such proceeds will be paid on a pro rata basis, depending
on the fractional amount of shares owned.
After the effective time of the Reverse Stock Split, holders of
certificated shares and registered book-entry holders of common
stock will be sent a transmittal letter from the Company's transfer
agent, Computershare Investor Services, regarding their stock
ownership. All questions regarding ownership should be directed to
Computershare Investor Services at (888) 360-9508. Beneficial
holders of the Company's common stock are encouraged to contact
their bank, broker, custodian or other nominee with questions
regarding procedures for processing the Reverse Stock Split.
The LTIP Amendments became effective at the close of business on
February 4, 2016. Upon completion of
the LTIP Amendments, after giving effect to the Reverse Stock split
the total number of shares of the Company's common stock available
for issuance under the 2013 LTIP was increased to 1,248,667, and
the maximum number of such shares that may be granted in the form
of full-value awards was increased to 412,060.
About ION
ION is a leading provider of technology-driven solutions to the
global oil & gas industry. ION's offerings are designed
to help companies reduce risk and optimize assets throughout the
E&P lifecycle. For more information, visit www.iongeo.com.
Contact
Jamey S.
Seely
Executive Vice President, General Counsel and Corporate
Secretary
+1.281.552.3011
This press release contains "forward-looking" statements,
including, without limitation, those associated with effecting the
proposed Reverse Stock Split, Authorized Share Increase and LTIP
Amendments and the continued listing of the Company's securities on
the NYSE. Any statements contained in this press release that
are not statements of historical fact are forward-looking
statements. These forward-looking statements are based upon
the Company's current expectations. Forward-looking
statements involve risks and uncertainties. The Company's
actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a
result of these risks and uncertainties, which include, without
limitation, the effect the Reverse Stock Split, Authorized Share
Increase and/or LTIP Amendments may have on the Company's stock
price, and changes in economic, competitive, strategic, financing,
regulatory or other factors that may affect the Company's business,
many of which are beyond the control of the Company. The
Company expressly disclaims any obligation to publicly update or
revise any forward-looking statement, whether as a result of any
change in events, conditions or circumstances or otherwise.
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SOURCE ION Geophysical Corporation