CDC Software Considering Alternatives in Advance of NASDAQ Delisting Proceedings
CDC Software Corporation, a global enterprise software provider of on-premise and cloud deployments, today announced that, it is considering potential steps it may take in the event its American Depositary Shares representing class A ordinary shares ("ADSs") are delisted by NASDAQ, and what alternatives it may have to maximize liquidity for a continued market for its ADSs in the Pink OTC Market.
- (1888PressRelease) January 17, 2012 - Atlanta, - CDC Software Corporation (CDCSY), a global enterprise software provider of on-premise and cloud deployments, today announced that, it is considering potential steps it may take in the event its American Depositary Shares representing class A ordinary shares ("ADSs") are delisted by NASDAQ, and what alternatives it may have to maximize liquidity for a continued market for its ADSs in the Pink OTC Market.
The Company has also been considering several ways in which it might reduce the burdens associated with its public reporting status in light of its previously-reported Form 20-F filing delinquency, resignation of its external auditors in November 2011 and the bankruptcy proceedings involving its parent, CDC Corporation.
Upon any delisting, CDC Software would be eligible to voluntarily deregister under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and to suspend its reporting obligations under Section 15(d) of the Exchange Act. The Company has therefore been considering whether following any NASDAQ delisting, it should deregister its ADSs under the Exchange Act and become a non-reporting company.
As of the date hereof, CDC Software has made no decision to voluntarily delist or deregister under the Exchange Act; however, the Company's Board of Directors has been discussing several considerations relating to its status as an Exchange Act reporting company, including, without limitation, the potential impact of delisting and deregistration on minority shareholders, potential cost savings and others.
The Company intends to continue to consider its alternatives with respect to the foregoing in conjunction with the January 19, 2012 hearing in front of Nadsaq with respect to the reinstatement of the trading of its ADSs and will make a further filing or announcement following the date any decision is made.
As previously announced, CDC Software received notice from The NASDAQ Stock Market LLC ("NASDAQ") on its decision to delist its ADSs based on public interest concerns under NASDAQ Listing Rule 5101 and the Company's failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2010, as required by Listing Rule 5250(c). CDC Software was granted a hearing before NASDAQ, which is scheduled for January 19, 2012, for reinstatement of trading in its ADSs on NASDAQ. Since December 16, 2011, the ADSs have been traded on the OTC Pink Market under the Company's current trading symbol "CDCSY". There can be no assurance, however, that the Panel will grant the Company's request for reinstatement of trading and continued listing on NASDAQ particularly in light of the Company's current inability to file its delinquent Form 20-F.
The Company has also prepared, and furnished to the Securities and Exchange Commission, on the date hereof, a Form 6-K relating to the foregoing, which contains additional information and which is available at www.sec.gov.
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