Submit rights to shareholders for approval at their 2021 Annual Meeting
OLD GREENWICH, Connecticut, June 2, 2021 (GLOBE NEWSWIRE) – Star Equity Holdings, Inc. (Nasdaq: STRR; STRRP) (“Star Equity” or the “Company”), a diversified and multisectoral corporate holding company with 3 business divisions, Health, Construction and Investments, announced that its Board of Directors (the “Board”) has adopted, and the Company has entered into, a rights agreement (the “Rights Agreement”) with American Stock Transfer.
Star Equity had federal source of income tax NOL in the United States of approximately $94. 9 million as of December 31, 2020. Section 382 of the Internal Revenue Code (“Section 382”) allows a business to use NOL to offset the long-term taxable source of income and thereby decrease the federal source of income taxes. Obligations. However, the Corporation’s ability to use its LRN may be particularly limited if there were a “property replacement” under Section 382. In general, a replacement in ownership would occur if shareholders thought of Section 382 to have 5% or more of the Corporation’s Common Shares build their collective property through percentage issues of more than 50 percent during an era of explained time.
The Agreement of Rights, which is similar to the tax advantage hedging regimes followed through other public companies, is designed to maintain Star Equity’s tax advantages by deterring Transfers from Star Equity, non-unusual percentages that may result in a “change of ownership” under Section 382. In the Rights Agreement, the Board declared a dividend for the Company’s percentage holders registered at the close of business on June 14, 2021 (the “Registration Date”), for a significant and non-unusual percentage of Star Equity, of a right (a “Right”) to acquire one thousandth of a percentage of a new series of attractive percentages of the Company at a specific compensation price.
According to the Rights Agreement, if a user or organization acquires 4. 99% or more of Star Equity’s notable non-unusual inventories without the permission of the Board, or if a user or organization already owns 4. 99 % or more of non-unusual Star Equity inventory acquires inventory without board authorization, then subject to certain exceptions, there would be an occasion for cause under the Rights Agreement. The rights would then be exercisable and would authorize the shareholders (other than the user or the organization that obtains them) to acquire more Star Equity inventories with a significant reduction and would result in a significant dilution of the economic interest and the voting power of the user. . or the procurement organization. At its discretion, the Board would possibly exempt certain transactions from the provisions of the Rights Agreement, adding if it determines that the transaction will not jeopardize the Company’s tax benefits or that the transaction in a different way will serve Star’s most productive interests. Equity. Array Any shareholder wishing to own 5% or more of our inventories, or to build an existing ownership position that is either equal to or greater than 5%, would possibly request a waiver from the Board by submitting secure key facts to the Company and following the other instructions. included in the Rights Agreement.
The rights agreement and the rights issued will expire on June 2, 2024 or earlier if certain occasions occur, as described in more detail in the rights agreement.
Additional data related to the rights agreement will be included in an existing report on Form 8-K and in a record on Form 8-A that Star Equity will file with the U. S. Securities and Exchange Commission. U. S.
About Star Equity Holdings, Inc.
Star Equity Holdings, Inc. es a portfolio entity with 3 divisions: Health, Construction and Investments.
Healthcare
Our healthcare department designs, manufactures and distributes medical imaging products and supplies array cellular imaging Our healthcare division operates in two activities: (i) diagnostics and (i) imaging. your own team. The imaging business develops, sells and maintains solid-state gamma cameras.
Building
Our Construction department manufactures modular housing complexes for advertising and genuine residential real estate projects and operates in two activities: (i) manufacturing modular constructions and (ii) manufacturing structural wall panels and foundations, adding construction fabric distribution operations for professional builders.
Investments
Our Investments department manages and manages the real estate assets and investments of the Company and its subsidiaries.
Forward-looking statements
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All messages in this press release that do not are ancient facts are included in the present. known as “prospects” for safe harbor purposes under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exreplace Act of 1934 Array as amended. Prospects include, without restriction, those related to (i) control plans and objectives for acquisitions in the long term or consistent with additions of plans or objectives related to acquisitions and similar integration, the progression of the product commercially. viable, next-generation and fashionable facilities applicable, (ii) currencies in projections (adding source of currency entry / loss), EBITDA, entry of currencies (adding benefit / loss) consistent with participation, free cash flow (FCF) , capital expenditures, charge exemptions, capital disposal or other monetary elements, (iii) functionality of the Company or acquisition objectives and (iv) underlying or similar assumptions any of those described above. Furthermore, prospectuses necessarily involve assumptions about the Company component. These prospects are sometimes known through the words “believe”, “expect”, “anticipate”, “estimate”, “plan”, “pretend”, “plan”, “should”, “could”. “,,” It would be “,” will continue “,” will continue “or similar expressions. These prospectuses do not intend to expect or guarantee real effects, functionality, occasions or cases and possibly would not be realized because they are based on projections, plans, objectives, beliefs, Existing expectations, estimates and assumptions of the Company and are subject to a number of threats, insecurities and other influences, over which the Company has no control. The actual and timing effects of certain occasions and cases would possibly differ drastically consistent with those described above due to those threats and insecurities. Factors that would possibly influence or contribute to the inaccuracy of future projections or cause actual effects that would differ drastically from expected or desired effects would possibly include, without restriction, the amount of debt of the company. Company and the Company’s ability to liquidate or refinance it or incur more long-term debt, without restrictions. to run; the Company’s desire for a significant amount of money to service and pay off debt and pay dividends on the shares that the Company likes; restrictions in debt agreements that restrict the discretion of control in the consistency with the business; legal, regulatory, political and economic threats in the markets and public aptitude crises that decrease economic activity and result in contrasts restrictions (adding the recent outbreak of the coronavirus COVID-19); duration of service to clients; loss of primary contracts or the ability to download potential contracts under discussion; interruptions in appointments with third-party vendors; rotation of accounts receivable; inadequate money flow and consequent lack of liquidity; the Company’s ability to expand its activities; adverse adjustments in general government laws and regulations governing fitness service providers and the provision of fitness facilities and competition have an effect on such adjustments (adding adverse adjustments to reimbursement policies); the maximum prices for regulatory compliance; Liskill pricing and compliance with environmental regulations; the underlying condition of the generation aid industry; lack of product diversification; progression and advent of new technologies and intense festival in the fitness sector; existing festival or higher; threats to the value and volatility of the Company’s non-unusual and appreciated shares; equity volatility and liquidity; threats to favorite shareholders not to receive dividends and threats to the Company’s ability to pursue expansion opportunities if the Company continues to pay dividends in accordance with the terms of the Company’s favorite shares; the Company’s ability to execute its business strategy (adding any charge relief plans); the Company’s ability to realize the expected benefits from the restructuring and relief actions; the Company’s ability to maintain and monetize its net losses consistent with losses; threats similar to the imaginable pursuit of acquisitions through the Company; the Company’s ability to achieve successful acquisitions and achieve a similar integration, as well as points related to the Company’s business, adding economic and monetary situations in the general markets and economic situations in the Company’s markets; ability to keep up with technological replacement and difficulties in integrating technologies; flaws in the formula; the loss of the key worker control body and the ability to attract and retain managers and highly skilled worker corps over the long term; and the continued demand and market acceptance of the Company’s facilities. For a detailed discussion of the warnings and threats that could possibly have long-term effects on the Company, or effects consistent with monetary effects and monetary effects, please consult the documents filed through the Company with the Securities and Replacement Commission, adding, but not restricted without restriction, the threat points in the Recent Maximum Annual Report on Form 10-K and the Quarterly Reports on Form 10-Q. This press release reflects consistency with the control outlook as of the reporting date.
For information, contact:
Star Equity Holdings, Inc.
The Equity Group
Lena Cati
Executive Chairman
vice-president
203-489-9501
212-836-9611
admin@starequity. com
lcati@equityny. com