Motricity and Voltari Announce Completion of Reorganization Transaction
April 09 2013 - 5:25PM
Voltari Corporation ("Voltari") and Motricity, Inc. ("Motricity")
(Nasdaq:MOTR), today announced the consummation of a Reorganization
intended to protect the long-term value of Motricity's substantial
net operating loss carryforwards.
Upon completion of the Reorganization, Motricity became a wholly
owned subsidiary of Voltari, which replaces Motricity as a publicly
held corporation. It is anticipated that, as of April 10,
2013, shares of Voltari Common Stock will commence trading on the
NASDAQ Capital Market under the symbol "VLTC."
Pursuant to an Agreement and Plan of Reorganization by and
between Motricity, Voltari and Voltari Merger Sub, Inc., adopted by
Motricity stockholders at a special meeting held on April 9, 2013,
Motricity became a wholly owned subsidiary of Voltari, each
outstanding share of common stock of Motricity ("Motricity Common
Stock") was converted into the right to receive one share of common
stock of Voltari ("Voltari Common Stock"), each outstanding share
of preferred stock of Motricity became the right to receive one
share of preferred stock of Voltari, each outstanding warrant to
purchase shares of Motricity Common Stock became the right to
receive a warrant to purchase an equivalent number of shares of
Voltari Common Stock, and each option to purchase shares of
Motricity Common Stock was assumed by Voltari and became
exercisable for an equivalent number of shares of Voltari Common
Stock. Each share of Voltari Common Stock is subject to
certain transfer restrictions (that were not applicable to
Motricity Common Stock) prohibiting transfers having the
effect of increasing the ownership of Voltari Common Stock by (i)
any person from less than 5% to 5% or more or (ii) any person
owning or deemed to own 5% of more of Voltari's Common Stock.
The directors and executive officers of Voltari immediately
following the Reorganization are the same individuals who were
directors and executive officers of Motricity immediately prior to
the Reorganization.
Upon completion of the Reorganization, Voltari Common Stock was
deemed to be registered under Section 12(b) of the Securities
Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a)
promulgated thereunder. For purposes of Rule 12g-3(a), Voltari
is the successor issuer to Motricity.
About Voltari
Voltari empowers mobile operators, brands and advertising
agencies to maximize the reach and economic potential of the mobile
ecosystem through the delivery of relevance-driven merchandising,
marketing and advertising solutions. Voltari leverages advanced
predictive analytics capabilities to deliver the right content, to
the right person at the right time. Voltari provides their entire
suite of mobile data service solutions through one, integrated,
highly scalable managed service platform. Voltari's unique
combination of technology, expertise and go-to-market approach
delivers return-on-investment for our mobile operator, brand and
advertising agency customers. For more information, visit
www.voltari.com or follow @voltari on Twitter.
Safe Harbor and Forward-Looking Statements
Statements made in this report and related statements that
express Voltari's or its management's intentions, indications,
beliefs, expectations, guidance, estimates, forecasts or
predictions of the future constitute forward-looking statements, as
defined by the Private Securities Litigation Reform Act of 1995,
and relate to matters that are not historical facts. They include,
without limitation, statements related to whether and when the
Voltari Common Stock will trade on NASDAQ. These statements
represent beliefs and expectations only as of the date they were
made. The Company may elect to update forward-looking statements
but expressly disclaims any obligation to do so, even if its
beliefs and expectations change. Actual results may differ from
those expressed or implied in the forward-looking statements.
Such forward-looking statements involve and are subject to
certain risks and uncertainties that may cause our actual results
to differ materially from those discussed in a forward-looking
statement. These include, but are not limited to the uncertainties
described more fully in the Company's filings with the SEC.
CONTACT: Investor and Media Contact:
Alex Wellins
The Blueshirt Group
(415) 217-5861
alex@blueshirtgroup.com
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