Swisher Hygiene Inc. announces second and final distribution of approximately $ 2.096 million to its shareholders of record as of September 13, 2021, payable on September 17, 2021 at a rate of $ 0.1185 per share
FORT LAUDERDALE, FL / ACCESSWIRE / September 3, 2021 / Swisher Hygiene Inc. (the “Company”) today announced that it will make a second and final distribution of approximately $ 2.096 million to its shareholders of record on September 13, 2021, payable on September 17, 2021, at a rate of 0 , $ 1,185 per share of its outstanding common shares, a par value of $ 0.001.
As previously noted in a current report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2021, the Company, on August 31, 2021, filed a petition with the Court of Chancery of the State of Delaware (the “Delaware Court”) seeking the approval of the Delaware court to make a second and final distribution to the shareholders of the Company (the “second and final distribution”). On September 2, 2021, the Delaware court granted the company’s petition.
Following the Delaware court approval of the Company’s request for a second and final distribution, on September 3, 2021, the Company’s board of directors considered and approved a final distribution to the Company’s shareholders. as at September 13, 2021, of approximately $ 2.096 million, calculated at the rate of $ 0.1185 per share of the outstanding common shares of the Company, par value of $ 0.001 (“Common Shares”), payable on September 17, 2021 (the “Payment Date”), and payable in US dollars. Canadian shareholders of the Company will be paid in Canadian dollars converted at the prevailing rate of exchange determined by the Company’s transfer agent, TSX Trust Company.
As this is the final distribution of the Company, immediately after the transfer of the full amount of the Second and Final Distribution to the Transfer Agent of the Company, the Company will have no remaining assets. Upon completion of its liquidation and liquidation, the Company intends to terminate the registration of its common shares with the Securities and Exchange Commission and then file with the Delaware Court a petition to terminate the existence of the Company.
The Company believes that the second and final distribution announced today will, for U.S. federal income tax purposes, be considered a liquidation distribution and will be treated as a return of capital made as a result of the liquidation and termination. the liquidation of the Company. Thus, for US federal income tax purposes, US holders of our common shares will generally recognize a capital gain or loss equal to the difference between the amount of cash distributed to the US holder and its adjusted tax base in the ordinary shares of the Company. Since this is the final distribution of the corporation, any gain or loss will generally be recognized in the shareholder’s current tax year.
Shareholders should consult their own tax advisers for tax advice in connection with the liquidation and liquidation. We have not sought a ruling from the U.S. Internal Revenue Service or any other tax authority regarding the anticipated tax consequences of our liquidation and liquidation, and we will not seek the advice of legal counsel. concerning the anticipated tax consequences of any liquidation allocations.
In the event that a shareholder wishes to update their mailing address or does not receive a distribution as expected and wishes to have a check reissued, they should contact the Company’s transfer agent, TSX Trust, by email at [email protected], or by phone 1-866-600-5869 (in North America) or 416-342-1091 (International). Failure by such shareholder to contact the Transfer Agent no later than the fifth anniversary of the registration date of September 13, 2021 for the distribution will result in forfeiture of any right to payment of the distribution that would otherwise be payable to such shareholder.
Caution regarding forward-looking information
All statements other than statements of historical fact contained in this press release constitute “forward-looking information” or “forward-looking statements” within the meaning of United States federal securities laws and the Securities Act (Ontario) and are based on management’s expectations, estimates and projections as of the date of this press release, unless otherwise indicated. All statements other than historical facts are, or may be, considered to be forward-looking statements. The words “plans”, “expects”, “is expected”, “expected”, “estimates” or “believes”, or similar words or variations of such words and phrases or statements as certain actions, events or results “may,” “could”, “would”, “could” or “will be taken”, “occur” and similar expressions identify forward-looking statements.
Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable by the Company as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. All of these assumptions were derived from information currently available to the Company, including information obtained by the Company from third party sources. These assumptions may prove to be incorrect in whole or in part. All forward-looking statements contained in this press release are qualified by the caveats above. The forward-looking information set forth in this press release is subject to various assumptions, risks, uncertainties and other factors which are difficult to predict and which could cause actual results to differ materially from those expressed or implied in the forward-looking information. The Company disclaims any intention or obligation to update or revise any forward-looking statement to reflect subsequent events and circumstances, except to the extent required by applicable law.
About Swisher Hygiène Inc.
Swisher Hygiene Inc. closed the sale of its US operations on November 2, 2015 and has since had no operating assets. On Friday, May 27, 2016, the Company filed a certificate of dissolution. Pursuant to the plan of dissolution and under Delaware law, the dissolution of the Company was effective at 6:00 PM Eastern Time on May 27, 2016. Pursuant to Delaware law, the dissolved company is extended for three (3) years from the date the certificate of dissolution was filed, unless extended by order of the Court of Chancery, to allow the directors of the company to wind up the affairs of the company, including discharging the obligations of the company and distributing to shareholders any remaining assets. The Court of Chancellery has extended the existence of the company on several occasions, the most recent until December 31, 2021. As noted above, however, with the second and final distribution, the company has no more assets. or known liabilities, and it is expected that its existence will be terminated by order of the Delaware court before December 31, 2021.
For more information regarding shareholder distributions, please contact the Company’s transfer agent:
TSX Trust Company
E-mail: [email protected]
Phone 1-866-600-5869 (in North America) or 416-342-1091 (International)
Garrett Edson, IC
Telephone: (203) 682-8331
THE SOURCE: Swisher Hygiene Inc.
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