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AOL Latin America Presents Plan to Raise Market Capitalization for Continued Listing on NASDAQ.


Business Editors/High-Tech Writers

FT. LAUDERDALE, Fla.--(BUSINESS WIRE)--Oct. 7, 2002

America Online See AOL.  Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. , Inc. (NASDAQ-SCM:AOLA AOLA America Online Latin America )--
-- Plan Includes Stock Conversion Agreement by Major Stockholders

-- America Online, Inc. and the Cisneros Group of Companies

-- The Company Expects the Proposal, If Accepted by NASDAQ, Will Benefit Class A Common Stockholders


America Online Latin America, Inc. (NASDAQ-SCM:AOLA), a leading interactive services provider in Latin America, today announced that it has presented a plan to the NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
 Listing Qualifications Panel designed to remedy its noncompliance noncompliance

failure of the owner to follow instructions, particularly in administering medication as prescribed; a cause of a less than expected response to treatment.

noncompliance 
 with the $35 million market capitalization Market Capitalization

A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap.
 requirement for continued listing of its Class A Common Stock on the NASDAQ SmallCap Market (Marketplace Rule 4310(c)(2)(B)(ii)).

The plan presented to NASDAQ includes an agreement by its two largest stockholders, America Online, Inc. and the Cisneros Group of Companies, to convert a sufficient number of shares of preferred stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders.

Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate.
 to Class A Common Stock so that the market capitalization of the Class A Common Stock exceeds the required $35 million threshold. Completion and implementation of this agreement is contingent upon, among other things, NASDAQ's acceptance of the Company's proposed plan and the requirement that the closing bid price of the Class A Common Stock be above a certain level on the day the NASDAQ Panel issues its decision. The Company expects to receive NASDAQ's decision on the proposed plan within four weeks, during which time AOL (A division of Time Warner, Inc., New York, NY, www.aol.com) The world's largest online information service with access to the Internet, e-mail, chat rooms and a variety of databases and services.  Latin America's Class A Common Stock will continue to trade on the NASDAQ SmallCap Market.

The Company noted it will also have to come into compliance with the minimum bid price requirement rule of $1.00 for 10 consecutive trading days by January 13, 2003 in order to continue to trade on the NASDAQ SmallCap Market. The Company addressed its non-compliance with this requirement in its presentation to the Panel, noting that it is considering various alternatives, including a potential reverse stock-split, if necessary.

AOL Latin America noted that under the preferred share conversion proposal the total number of shares outstanding would remain unchanged; however, the number of shares of Class A Common Stock would increase. The Company believes the proposal would benefit Class A common holders as it includes the forfeiture of dividends, liquidation preferences and other preferential rights associated with the converted preferred stock by the Cisneros Group of Companies and America Online.

Charles Herington, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  of AOL Latin America, said: "The stock conversion plan clearly underscores the commitment of our major stockholders -- America Online and the Cisneros Group of Companies. With their active support, we have continued to narrow losses through a business strategy designed to target higher value members. We believe this plan will benefit the Company and our stockholders, as we continue to play an important role in the development of the online medium in Latin America."

There can be no assurance that the Panel will accept the Company's plan or that implementation of the plan will result in continued listing on the NASDAQ SmallCap Market. In the event that the Panel does not grant continued listing, AOL Latin America expects that its Class A Common Stock would trade on the Over-the-Counter Bulletin Board (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
). The OTCBB is a regulated quotation service that displays real-time quotes, last-sales prices, and volume information for more than 3,600 equity securities.

About AOL Latin America

America Online Latin America, Inc. (NASDAQ-SCM:AOLA) is the exclusive provider of AOL-branded services in Latin America and has become one of the leading Internet and interactive services providers in the region. AOL Latin America launched its first service, America Online Brazil, in November 1999, and began as a joint venture of America Online, Inc., a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of AOL Time Warner Inc. (NYSE NYSE

See: New York Stock Exchange
:AOL), and the Cisneros Group of Companies. Banco Itau, a leading Brazilian bank, is also a minority stockholder of AOL Latin America. The Company combines the technology, brand name, infrastructure and relationships of America Online, the world's leader in branded interactive services, with the relationships, regional experience and extensive media assets of the Cisneros Group of Companies, one of the leading media groups in the Americas. The Company currently operates services in Brazil, Mexico and Argentina and serves members of the AOL-branded service in Puerto Rico. It also operates a regional portal accessible at www.aola.com. America Online's 35 million members worldwide can access content and offerings from AOL Latin America through the International Channels on their local AOL services.

This release contains forward-looking statements within the meaning of the "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, including statements regarding (i) the expected benefit to class A stockholders and the Company of the proposed preferred stock conversion plan and (ii) alternatives to cure the minimum bid price deficiency. These forward-looking statements are subject to a number of risks and uncertainties, which are described in our Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the period ended December 31, 2001, and from time to time in other reports we file with the SEC, as well as the following risks and uncertainties: the closing bid price of our stock on the date that the NASDAQ Listing Qualifications Panel issues its decision, NASDAQ's acceptance of the proposed conversion plan, future trading in our stock and closing bid prices of our stock, our limited cash position, the impact our continued losses will have on our ability to finance our operations, our limited operating history and uncertainty relating to our ability to convert our subscribers into paying subscribers. Actual results could differ materially from those described in the forward-looking statements.
COPYRIGHT 2002 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2002, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Oct 7, 2002
Words:925
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