Tiberius Capital Urges MathStar, Inc. (OTC: MATH.PK) Shareholders to Tender; Extends Offer Until 11:59 P.M. (EDT) on June 30, 20
June 22 2009 - 5:00AM
PR Newswire (US)
CHICAGO, June 22 /PRNewswire/ -- Tiberius Capital II, LLC
("Tiberius"), a value-opportunity fund located in Chicago,
announced today that it is urging shareholders to tender their
shares to Tiberius, and is extending the tender offer to expire at
11:59 P.M., New York City time, on June 30, 2009. Tiberius is also
waiving the Board control provision, whereby Tiberius would assume
control of the MathStar Board ("Board") at closing. "Don't be
fooled by the recent run-up in price. MathStar stock was trading at
$.84 as recently as May 8, 2009. The stock price has traded up on
very little volume," stated John M. Fife, who, with Robert T.
Sullivan, is one of the principals of Tiberius. Mr. Fife continued,
"MathStar shareholders should tender to Tiberius for several
reasons: 1. Based on MathStar's own public filings, the market has
rejected the technology developed under the Board's direction. 2.
MathStar curtailed business operations in the second quarter of
2008, and since that time, no 'deal,' merger, partner or technology
licensing has materialized. The Board continues to spend cash and
waste corporate assets. 3. In Tiberius' opinion, the Board is only
interested in entrenching themselves and not in enhancing or
preserving shareholder value. CEO Pihl's total compensation for
2008 was $463,331 (although he apparently repaid $119,441 in 2009).
The four other MathStar directors received total 2008 compensation
of $141,035. 4. In Tiberius' opinion, the Board's articulated
desire to preserve MathStar's net operating losses ("NOLs") for a
prospective business combination is an unrealistic 'pipe dream.'
Tiberius tried working with the Board to preserve the NOLs prior to
making the tender offer, and its proposal received no response from
the Board." Mr. Fife added, "The upcoming shareholder vote on
whether to liquidate MathStar is advisory only. Shareholders could
vote in favor of liquidation, and, in Tiberius' opinion, this Board
might be inclined to ignore the will of the shareholders. This
Board has turned a deaf ear to a cacophony of calls to liquidate or
merge." Mr. Fife continued, "If shareholders don't tender their
shares to us, and if we withdraw the tender offer, the value of
those shares, in our opinion, could very well decline as the Board
continues to spend cash and deplete the company's assets. We
believe our tender offer is a superior proposal for the MathStar
shareholders in that it gives them liquidity for all or part of
their shares, without the worry that the price may decline if
shareholders decide to sell at the same time. The tender offer is
now scheduled to expire at 11:59 P.M., New York City time, on
Tuesday, June 30, 2009, unless extended. It was previously set to
expire at 12:01 A.M., New York City time, on Tuesday, June 30,
2009. The reason for the extension is to give brokers extra time to
complete their tenders. Tiberius reserves the right (but is not
obligated) to purchase more than 4,682,564 Shares, if more are
tendered, or fewer than 4,682,564 Shares, if at least 3,750,000
Shares are tendered. The tender offer is subject to certain
conditions, including Tiberius being satisfied in its reasonable
discretion that at least $13.75 million in cash or long-term
marketable securities remains in MathStar at the expiration of the
Offer. Tiberius owns 53,087 MathStar shares. Further details and
other conditions of the tender offer are set forth in the Offer to
Purchase. The tender offer documents, including the Offer to
Purchase and related Letter of Transmittal, will be filed today
with the Securities and Exchange Commission ("SEC"). MathStar's
stockholders may obtain copies of the tender offer documents for
free when they become available at http://www.sec.gov/. Free copies
of such documents can also be obtained when they become available
by calling Mellon Investor Services LLC, toll-free at (866)
223-5707. MathStar stockholders are advised to read all of the
tender offer documents carefully and in their entirety, because
they contain important information. Forward-looking Statements This
press release contains forward-looking statements. Tiberius
disclaims any intent or obligation to update these forward-looking
statements. All statements contained herein that are not clearly
historical in nature or that may necessarily depend on future
events are forward-looking, and the words "anticipate," "believe,"
"expect," "estimate," "plan," "potential," "strategy," "pursue,"
and similar expressions are generally intended to identify
forward-looking statements. Such statements are based on
management's current expectations, but actual results may differ
materially due to various factors such as delays in effecting the
tender offer, unanticipated events, prolonged adverse conditions in
the U.S. economy, and expectations regarding MathStar's financial
condition and liquidity. Forward-looking statements involve risks
and uncertainties. DATASOURCE: Tiberius Capital II, LLC CONTACT:
Mellon Investor Services LLC, 1-866-223-5707, for Tiberius Capital
II, LLC
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