Alliance Semiconductor Announces Nasdaq Delisting.SANTA CLARA Santa Clara, city, Cuba Santa Clara (sän`tä klä`rä), city (1994 est. pop. 217,000), capital of Villa Clara prov., central Cuba. , Calif. -- On September 11, 2006, Alliance Semiconductor Corporation (Nasdaq:ALSC ALSC Association for Library Service to Children ALSC Adirondack Lakes Survey Corporation ALSC Afloat Logistics and Sealift Capability ALSC American Lumber Standards Committee, Inc. ALSC Advanced Logistics Systems Center (AFMC) ) (the "Company") received notification from the Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. , Inc. ("Nasdaq") that a Nasdaq Listing Qualifications Panel has determined to delist delist To drop a security from trading on an organized exchange. Delisting may occur for a number of reasons including failure to meet an exchange's standards or placement of a new listing on another exchange. Compare list. the Company's securities and accordingly, will suspend trading of the Company's shares on Nasdaq at the open of business on September 13, 2006. This action was a result of the Nasdaq panel's agreement with a previous Nasdaq staff determination that the Company is no longer engaged in active business operations Business operations are those activities involved in the running of a business for the purpose of producing value for the stakeholders. Compare business processes. The outcome of business operations is the harvesting of value from assets and is therefore a "public shell," which in Nasdaq's estimation raises public interest concerns under Marketplace Rule 4300. The Company expects that its modified Dutch auction Dutch Auction An auction where the price on an item is lowered until it gets its first bid, and then the item is sold at that price. Notes: The U.S. Treasury (and other countries) uses a Dutch auction when it sells securities. tender offer, which commenced on August 25, 2006 and is scheduled to expire on September 22, 2006, will not be affected by the delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. of the Company's securities from Nasdaq. As explained in tender offer materials sent to investors and filed with the Securities and Exchange Commission on August 25, 2006, the Company intends to spend up to $30 million to repurchase up to 10,909,090 shares of common stock, or up to 30.7% of the outstanding shares, at a price per share not greater than $3.00 and not less than $2.75. Stockholders are encouraged to read the Offer to Purchase and related materials, which explain the terms and conditions of the tender offer and provide instructions for tendering shares. These materials are available without charge from the Company's website at www.alsc.com and from the Commission's internet address There are two kinds of addresses that are widely used on the Internet. One is a person's e-mail address, and the other is the address of a Web site, which is known as a URL. Following is an explanation of Internet e-mail addresses only. For more on URLs, see URL and Internet domain name. at www.sec.gov. The Company has received assurances that several market makers intend to file applications with the National Association of Securities Dealers National Association of Securities Dealers (NASD) Nonprofit organization formed under the joint sponsorship of the investment bankers' conference and the SEC to comply with the Maloney Act, which provides for the regulation of the OTC market. to quote the Company's common stock on the OTC Bulletin Board OTC Bulletin Board An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system. . Quotations for the Company's common stock are also expected to appear in the "Pink Sheets" under the trading symbol Trading symbol See: Ticker symbol "ALSC." The Company will disclose further trading venue information for its common stock when such information becomes available. Forward-Looking Statements Except for historical information contained in this release, statements in this release may constitute forward-looking statements regarding our assumptions, projections, expectations, targets, intentions or beliefs about future events. Words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "targets," "will likely result," "will continue," "may," "could" or similar expressions identify forward-looking statements. Forward-looking statements involve risks and uncertainties, which could cause actual results or outcomes to differ materially from those expressed. We caution that while we make such statements in good faith and we believe such statements are based on reasonable assumptions, including without limitation, management's examination of historical operating trends, data contained in records, and other data available from third parties, we cannot assure you that our projections will be achieved. In addition to other factors and matters discussed from time to time in our filings with the U.S. Securities and Exchange Commission, or the SEC, some important factors that could cause actual results or outcomes for the Company or our subsidiaries to differ materially from those discussed in forward-looking statements include: changes in general economic conditions in the markets in which we may compete and fluctuations in demand in the semiconductor and communications industries; our ability to sustain historical margins; increased competition; increased costs; increases in our cost of borrowings or unavailability of additional debt or equity capital on terms considered reasonable by management; and adverse state, federal or foreign legislation or regulation or adverse determinations by regulators. Any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors. |
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