Improved Liquidity Primary Driver of National Research Corporation Recapitalization Plan
March 25 2013 - 4:00PM
National Research Corporation (NASDAQ:NRCI) announced today that
its Board of Directors unanimously approved a recapitalization plan
designed to increase liquidity, expand its shareholder base,
increase shareholder and Company flexibility, and enhance
shareholder value.
Under the terms of the recapitalization plan, the Company would
(i) establish two classes of common stock, consisting of a new
class of common stock with 1/100th of a vote per share and with the
right to receive 1/6th of the dividend, if any, paid on the other
class of common stock, designated as Class A Common Stock, and a
new class of common stock with one vote per share and with the
right to receive six times the dividend, if any, paid on the other
class of common stock, designated as Class B Common Stock; (ii)
issue a dividend of three (3) shares of Class A Common Stock for
each share of the Company's existing common stock (the "Existing
Stock") as of a record date to be determined by the Company's Board
of Directors; and (iii) following the record date of the
aforementioned dividend distribution, reclassify each share of
Existing Stock as one-half (1/2) of one share of Class B Common
Stock.
In connection with the approval of the recapitalization plan,
the Company's Board of Directors has decided to suspend the payment
of cash dividends on the Existing Stock (and, consequently, the
Class A Common Stock and the Class B Common Stock after the
recapitalization is effective) to try to insulate the volume and
trading price of the Class A Common Stock and the Class B Common
Stock from significant fluctuations resulting from the
recapitalization until a sufficient and independent trading market
is established for each of the Class A and Class B Common Stock.
The payment and amount of future dividends, if any, is at the
discretion of the Board of Directors and will depend on the
Company's future earnings, financial condition, general business
conditions, alternative uses of the Company's earnings and other
factors.
More information about the recapitalization plan is set forth in
the Company's preliminary proxy statement, which will be filed with
the Securities and Exchange Commission later today.
For more than 31 years, National Research Corporation has been
at the forefront of patient-centered care, helping healthcare
providers measure and improve quality and services through
analytics that offer a rich understanding of customers'
experiences, preferences, risks and behaviors across the healthcare
continuum.
This press release includes "forward-looking" statements related
to the Company that can generally be identified as describing the
Company's future plans, objectives or goals. Such
forward-looking statements are subject to risks and uncertainties
that could cause actual results or outcomes to differ materially
from those currently anticipated. These forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. For further
information about the factors that could affect the Company's
future results, please see the Company's filings with the
Securities and Exchange Commission.
CONTACT: Kevin R. Karas
Chief Financial Officer
402-475-2525
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