SAN FRANCISCO, Oct. 26, 2015 /PRNewswire/ -- Michael
Onghai, President and Chief Executive Officer of LookSmart,
Ltd. (Nasdaq: LOOK), said today that he is very pleased to
announce the shareholders of LookSmart, Ltd., at a Special Meeting
of the Stockholders held the morning of October 26, 2015, overwhelmingly approved the
following resolutions:
- To effect a reverse split of LookSmart, Ltd.'s outstanding
common stock by a ratio of not less than one-for-two and not more
than one-for-ten at any time prior to November 30, 2015, with the exact ratio to be set
at a whole number within this range, as determined by LookSmart,
Ltd.'s board of directors in its sole discretion.
- To adopt a spin-off of LookSmart, Ltd.'s business, assets and
liabilities into LookSmart Group, Inc.
- To adopt an Agreement and Plan of Merger by and among Pyxis
Tankers Inc., Maritime Technologies Corp., LookSmart, Ltd. and
LookSmart Group, Inc., and to approve the transactions contemplated
by such agreement.
About LookSmart, Ltd.
LookSmart, Ltd. was organized in 1996 and is incorporated in the
State of Delaware. LookSmart, Ltd.
is a digital advertising solutions company that provides relevant
solutions for search and display advertising customers, organized
along five lines of business: (i) Clickable, (ii) LookSmart
AdCenter, (iii) Novatech.io, (iv) ShopWiki and (v) web searches. In
addition, LookSmart, Ltd. formed a partnership with Conversion
Media Holdings, LLC, which supports the company's other lines of
business through the creation of content sites directed at
ecommerce verticals. The company operates its partnership and each
line of business, while being related to the others in terms of
shared resources, as separate business lines with their own core
management, profits and losses, and the ability to operate
independently as separate businesses. As a result, this separation
of business lines allows Looksmart, Ltd. to operate effectively as
a holding company and as a capital allocator to each of the
company's separate businesses with the goal of finding mispriced
assets in the public and private markets and subsequently taking
those assets to create scalable and sustainable businesses that may
then be monetized for the ultimate benefit of Looksmart, Ltd.'s
stockholders.
Forward-looking Statements
This press release includes "forward-looking statements" within
the meaning of U.S. federal securities laws. Words such as
"expect," "estimate," "project," "budget," "forecast,"
"anticipate," "intend," "plan," "may," "will," "could," "should,"
"believes," "predicts," "potential," "continue" and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results and, consequently, you
should not rely on these forward-looking statements as predictions
of future events. These forward-looking statements and factors that
may cause such differences include, without limitation, LookSmart's
and Pyxis' expectations with respect to future performance, growth
and anticipated acquisitions; the anticipated financial impact of
the merger; ability to recognize the anticipated benefits of the
merger; costs related to the proposed merger; the satisfaction of
the closing conditions to the merger; the timing of the completion
of the merger; volatility in charter rates and profitability;
demand for shipping of refined petroleum products; global economic
conditions; changes in fuel prices; geopolitical events and
regulatory changes; damages to vessels; acts of piracy, political
instability, terrorist or other attacks, war or international
hostilities; loss of key personnel; delays in deliveries of product
tankers; difficulty managing planned growth properly; seasonal and
exchange rate fluctuations; access to additional financing; changes
in tax laws; weather and natural disasters; changing
interpretations of generally accepted accounting principles;
inquiries and investigations and related litigation; continued
compliance with government regulations; and other risks and
uncertainties indicated from time to time in filings with the SEC.
The foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors is contained in
LookSmart's most recent filings with the SEC and will be contained
in the proxy statement/prospectus to be filed as result of the
transactions described above. All subsequent written and oral
forward-looking statements concerning LookSmart, LookSmart Group,
Pyxis or Merger Sub, the transactions described herein or other
matters and attributable to LookSmart, LookSmart Group, Pyxis or
Merger Sub, or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither LookSmart, LookSmart Group, Pyxis nor Merger Sub undertake
or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement to reflect
any change in their expectations or any change in events,
conditions or circumstances on which any such statement is
based.
Company Contact:
LookSmart, Ltd.
555 California Street, #324
San Francisco, California
91405
Visit our website http://www.looksmart.com.
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SOURCE LookSmart, Ltd.