Stockholders will receive a cash payment from the transfer agent in an amount equal to their respective pro rata shares of the total net proceeds of that sale.
As stated above, United Online stockholders of record as of the close of business on October 10, , the record date for the distribution, will receive oneshare of FTD common stock for every five shares of United Online common stock they hold on the record date. For example, for every 35 shares of United Online common stock that a United Online stockholder holds on the October 10, record date, such stockholder would hold 7 shares of FTD common stock and 5 shares of United Online common stock immediately following the distribution and reverse stock split.
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No action is required by United Online stockholders to receive the shares of FTD common stock in the distribution. An information statement containing details of the spin off and important information about FTD will be mailed to United Online stockholders on or about October 4, Stockholders who hold United Online common stock on the record date will receive a book-entry account statement reflecting their ownership of FTD common stock or their brokerage account will be credited with the FTD shares.
Instead, the fractional shares of FTD common stock will be aggregated and sold in the open market, with the net proceeds distributed pro rata in the form of cash payments to United Online stockholders who would otherwise hold FTD fractional shares.
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United Online has received a favorable tax ruling from the U. Internal Revenue Service approving the tax-free status of the spin off, and expects to receive an opinion of counsel on the distribution date, November 1, , that the distribution of FTD common stock to United Online stockholders qualifies as a tax-free distribution for U.
Federal income tax purposes, except with respect to cash received in lieu of fractional shares. United Online stockholders are urged to consult their tax advisors regarding the particular consequences of the distribution in their situation, including the applicability and effect of any U. Federal, state, local, and foreign tax laws. Beginning on or shortly before the October 10, record date and continuing up to the distribution date of November 1, , United Online expects that its common stock will trade in two markets on NASDAQ: a "regular-way" market and an "ex-distribution" market.
A stockholder of record of shares of United Online common stock as of the record date may choose to sell those shares in the "regular-way" market after the close of business on the record date and up to the distribution date, in which case the stockholder will also be selling the right to receive shares of FTD common stock in the distribution. Beginning on the distribution date of November 1, , any "when-issued" trading with respect to FTD common stock will end, and "regular-way" trading will begin under the ticker symbol "FTD.
The completion of the FTD distribution is subject to the satisfaction or waiver of a number of conditions, including the Registration Statement on Form 10 for the FTD common stock being declared effective by the Securities and Exchange Commission, the FTD common stock being authorized for listing on NASDAQ and certain other conditions described in the Information Statement included in the Form 10 and in the agreements filed as exhibits to the Form Following the separation, FTD currently intends to retain future earnings, if any, to reinvest in the growth of its businesses and to make interest payments on or pay down its debt, fund potential acquisitions and potentially repurchase its common stock.
As a result, FTD does not currently expect to pay any cash dividends. Declaration and payment of such dividend and future dividends will be at the discretion of the board of directors of United Online and will depend on, among other things, United Online's results of operations, cash flow, cash requirements, investment opportunities, financial condition, contractual and regulatory restrictions, and other factors that United Online's board of directors may deem relevant.
United Online, Inc. NAS: UNTD , through its operating subsidiaries, is a leading provider of consumer products and services over the Internet, where their respective brands have attracted a large online audience that includes more than million registered accounts worldwide. United Online's FTD segment provides floral-related products and services FTD, Interflora, Flying Flowers, and Flowers Direct for consumers and retail florists, as well as other retail locations offering floral and related products and services.
This press release contains "forward-looking statements" within the meaning of applicable federal securities laws. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of and generally include words such as "believes," "expects," "intends," "anticipates," "estimates" and similar expressions. We can give no assurance that any future results or events discussed in these statements will be achieved.
Any forward looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. Readers are cautioned that such forward-looking statements are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from the statements contained in this release. Such forward-looking statements include, but are not limited to statements about the separation of United Online into two independent, publicly-traded companies; the terms, timing and effect of the separation on United Online, its stockholders, customers and employees; the capitalization of United Online and FTD; the future operational, strategic and financial flexibility of United Online and FTD; other possible results of the distribution and reverse stock split; and the post-separation dividend policies of United Online and FTD.
Many of these risks and uncertainties are based on factors that cannot be controlled by United Online and include, but are not limited to 1 market conditions in general and those applicable to the distribution and reverse stock split; 2 factors affecting the expected timeline for completing our separation into two public companies; 3 the effect our separation and the reverse stock split may have on United Online's stock price; 4 the risk that the anticipated benefits from the distribution and reverse stock split may not be fully realized or may take longer to realize than expected; 5 tax and regulatory matters; and 6 changes in economic, competitive, strategic, technological, regulatory or other factors that affect the operation of United Online's businesses.
These filings are available for free on the SEC's website at www. United Online undertakes no obligation to publicly update any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise. Investors: David Bigelow, dbigelow corp. All rights reserved. The URI you received is owned moments. The epub psychiatry will edit sent to parallel directory product.
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