Mirae Announces Plans to Voluntarily Delist from Nasdaq, Deregister from U.S. SEC and Terminate Its ADR Program
April 18 2008 - 2:27AM
Business Wire
Mirae Corporation (NASDAQ:MRAE) (the "Company") today announced its
plans to proceed with the voluntary delisting of its American
Depositary Shares ("ADSs") from the Nasdaq Global Market ("Nasdaq")
and deregister and terminate its reporting obligations with the
U.S. Securities and Exchange Commission ("SEC"). The Company will
immediately proceed with delisting by providing a written notice to
Nasdaq today of its intention to delist and file a Form 25 with the
SEC on or about April 28, 2008. The delisting from Nasdaq is
expected to become effective 10 days after such filing. The Company
intends to begin the deregistration process as soon as practicable
upon the delisting from Nasdaq becoming effective and anticipates
it will file a Form 15F by middle of May 2008, with the
deregistration subject to SEC not objecting to such request in
accordance with the Securities Exchange Act of 1934 (the "Exchange
Act"). The Company's reporting obligations under the Exchange Act
will be suspended immediately upon such filing and the Company
shall no longer submit any reports to the SEC. The deregistration
is expected to become effective 90 days after the filing of the
Form 15F if there are no objections from the SEC (and if the filing
is not withdrawn prior to the end of the 90-day period). The
Company has notified The Bank of New York, its depositary for the
Company's American Depositary Receipt ("ADR") program, of its
intention to terminate its ADR program. In accordance with the
termination procedure under the depositary agreement, the ADR
program will terminate 30 days after the depositary delivers notice
of termination to the ADR holders. After termination of the ADR
program, ADR holders, if not previously removed from the facility,
will receive the underlying common shares of the Company upon
surrender of their ADRs. After one year from the date of
termination, the depositary may sell any common shares underlying
the ADRs that have not yet been surrendered, and the owners of such
ADRs will be entitled to receive the net cash proceeds received by
the depositary from the sale of such shares upon surrender of their
ADRs. The decision to delist and deregister has been reached as
part of the Company's overall strategy to improve
cost-effectiveness. The benefits of maintaining a Nasdaq listing
has declined over time as the trading volume and trading prices of
the Company's ADSs have declined on Nasdaq. The average daily
trading on Nasdaq for the last twelve months has been less than 5%
of the worldwide average daily trading volume of the Company's
common shares. In addition, the Company received a Nasdaq Staff
Deficiency Letter dated April 14, 2008 indicating that the
Company's ADSs have been trading below the required minimum closing
bid price of US$1.00 per share on Nasdaq for the last 30
consecutive business days and as a result the Company is not in
compliance with the minimum bid price requirement for continued
listing set forth in Marketplace Rule 4450(a)(5). Considering the
limited trading volume and low trading prices on Nasdaq, the
Company has concluded the costs, expenses and administrative burden
associated with regaining compliance with Nasdaq Marketplace Rules
and maintaining a Nasdaq listing with SEC reporting obligations
outweigh the benefits to be achieved by maintaining the listing.
The Company's common shares will continue to be listed on the Korea
Exchange ("KRX") Stock Market. After deregistration, the Company
will continue to provide investors access to information filed with
KRX Stock Market or other information required to be made public
under Korean regulations on the Company's website at
http://www.mirae.co.kr in Korean or http://www.mirae.com in
English. About Mirae Corporation Incorporated in the Republic of
Korea in 1990, Mirae Corporation is a manufacturer of
semiconductor-related equipment and telecommunication appliances
and offers a broad range of products including handlers and SMD
replacement systems for sale in Korea and overseas markets. For
further information about Mirae Corporation, please visit its
website at http://www.mirae.com. Forward-Looking Statement: Certain
statements in this press release are "forward-looking statements"
within the meaning of the U.S. federal securities laws. These
forward-looking statements include, but are not limited to,
statements as to plans to delist from Nasdaq, deregister from the
SEC and plans to file a Form 25 and a Form 15F and the timing
thereof; to terminate the ADR program; to continue to have our
common shares trade on KRX Stock Market; and to provide continuous
disclosure under Korean regulations among others. These
forward-looking statements are based on our current assumptions,
expectations and projections about future events and subject to
risks, uncertainties and other factors that could cause actual
results to differ materially from future results expressed or
implied by the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond our ability to
control or estimate precisely, such as the effect of general
economic or political conditions, fluctuations in exchange rates or
interest rates, increases or changes in competition, our ability to
implement and complete successfully our plans and strategies,
changes in our liquidity needs, the actions of competitors and
third parties, and other factors discussed in our public filings.
Investors are cautioned not to place undue reliance on these
forward-looking statements which speak only as of the date of this
press release. We do not undertake any obligation to release
publicly any revisions to these forward-looking statements to
reflect new, changing or unanticipated events or circumstances
after the date of this press release, except as may be required by
applicable securities law.
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