Published: July 30, 2010
NexCen Brands Completes Asset Sale
NEW YORK - (BUSINESS WIRE) - NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) today announced the closing
of the sale of its franchise businesses to Global Franchise Group, LLC
an affiliate of Levine Leichtman Capital Partners ("LLCP" ). In
connection with the closing of the sale transaction, BTMU Capital
Corporation ("BTMUCC" ) was paid all amounts owing to BTMUCC pursuant to
the terms of an Accord and Satisfaction Agreement with BTMUCC that was
signed on May 13, 2010 (at the same time that the sale agreement was
signed).
The closing took place following shareholder approval of the transaction
at a Special Meeting of Stockholders held on July 29, 2010. The proposal
was approved, with approximately 65% of the shares outstanding and 90%
of shares voted, in favor of the transaction.
At the Special Meeting, the Company's shareholders also approved the
additional proposals outlined in the Company's June 11, 2010 proxy
statement, including adoption of a plan of liquidation for NexCen and
reduction of the number of authorized shares of the Company's common
stock. Based upon the final voting results, the required majority vote
was received on all proposals.
David S. Oros, Chairman of Board of Directors of NexCen, stated, "We are
extremely pleased with the support of our shareholders for the sale of
the Company's assets and the plan of dissolution. We believe this is the
path most likely to provide value to all of our stakeholders. We
appreciate the hard work of our employees and franchisees as well as the
support of our shareholders throughout this process."
With the sale of the franchise businesses completed, NexCen expects that
it will soon file a certificate of dissolution with the Secretary of
State of Delaware and will proceed with the process of formally winding
down the Company. The Company's Board of Directors will meet to consider
the commencement of the dissolution process.
As set forth in the June 11, 2010 proxy statement, NexCen continues to
estimate that upon the Company's dissolution, the cash proceeds
ultimately available for distribution to the holders of NexCen common
stock will be between $0.12 and $0.16 per share of common stock;
however, NexCen is unable to predict with certainty the exact amount,
nature and timing of any distributions to its shareholders.
Forward-Looking Statement Disclosure
This press release contains "forward-looking statements," as such
term is used in the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include those regarding the Company's
estimate of the amount expected to be available for distribution to
shareholders. When used herein, the words "anticipate,"
"believe," "estimate," "intend," "may," "will," "expect" and similar
expressions as they relate to the Company or its management are intended
to identify such forward-looking statements. Forward-looking
statements are based on current expectations and assumptions, which are
subject to risks and uncertainties. They are not guarantees of
future performance or results. Actual results, performance or
achievements could differ materially from the results expressed in, or
implied by, these forward-looking statements. Factors that could
cause or contribute to such differences include: (1) the amount of
post-closing adjustment of sales proceeds under the transaction
agreement, contingent and unknown liabilities, the costs and timing of a
wind-down process and other factors within and outside of our control
may adversely affect the amount and timing of any distribution to our
shareholders; and (2) other factors discussed in the Company's filings
with the Securities and Exchange Commission. The Company undertakes no
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

FD
Leigh Parrish/Stephanie Rich, 212-850-5600
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