NEW YORK, NY (September 15, 2015) — Trans-Lux Corporation (OTC Pink: TNLX) (“Trans-Lux”), a leading supplier of Digital Displays and next generation LED lighting, today announced the terms for its previously announced rights offering to holders of shares of its common stock.
Upon commencement of the rights offering on or about October 1, 2015, Trans-Lux plans to distribute one non-transferable subscription right to purchase shares of a new class of Series B Convertible Preferred Stock for each share of Trans-Lux’s common stock owned at 5:00 p.m., Eastern Time, on September 28, 2015, the record date for the rights offering. 33 subscription rights will entitle the holder to purchase one share of Series B Convertible Preferred Stock at a subscription price of $200.00 per share, with the subscription period expiring at 5:00 p.m., Eastern Time, on October 21, 2015, unless extended. The rights offering also will include an over-subscription right, which will entitle each rights holder that exercises its basic subscription rights in full to purchase additional shares of Series B Convertible Preferred Stock that remain unsubscribed at the expiration of the rights offering, subject to certain limitations.
If all of the subscription rights are exercised and all the shares of Series B Convertible Preferred Stock offered are sold, the gross proceeds from the rights offering will be approximately $10.2 million. Trans-Lux intends to use the net proceeds from the rights offering for the repayment of certain debt and for payment of certain required contributions under its defined benefit pension plan, with the remainder to be used for general corporate purposes.
The Series B Convertible Preferred Stock carries a 6.0% cumulative annual dividend and will be convertible into shares of common stock at an initial conversion price of $10.00 per share, representing a conversion ratio of 20 shares of common stock for each share of Series B Convertible Preferred Stock held at the time of conversion, subject to adjustment. The shares of Series B Convertible Preferred Stock may be subject to mandatory conversion after three years, or as early as one year if the closing sale price of the common stock has been greater than or equal to $15.00 for 30 consecutive trading days.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, and there will be no sale of any securities in any state in which such an offer, solicitation, or purchase would be unlawful prior to the registration or qualification of such securities under the securities laws of any such state. The offer of the shares of Series B Convertible Preferred Stock issuable upon exercise of the rights to be distributed in the proposed rights offering will be made only by means of the prospectus forming a part of Trans-Lux’s registration statement filed with the SEC, following receipt of notice of effectiveness of the registration statement from the SEC, and related documents.
This press release may contain “forward-looking statements”, as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These “forward-looking statements” are not based on historical fact and involve assessments of certain risks, developments, and uncertainties in Trans-Lux’s business looking to the future. Such forward-looking statements can be identified by the use of terminology such as “may”, “will”, “should”, “expect”, “anticipate”, “estimate”, “intend”, “continue”, or “believe”, or the negatives or other variations of these terms or comparable terminology. Forward-looking statements may include projections, forecasts, or estimates of future performance and developments. These forward-looking statements are based upon assumptions and assessments that Trans-Lux believes to be reasonable as of the date hereof. Whether those assumptions and assessments will be realized will be determined by future factors, developments, and events, which are difficult to predict and may be beyond Trans-Lux’s control. Actual results, factors, developments, and events may differ materially from those Trans-Lux assumed and assessed. Risks, uncertainties, contingencies, and developments, including those discussed in Trans-Lux’s filings with the SEC, could cause Trans-Lux’s future operating results to differ materially from those set forth in any forward-looking statement. There can be no assurance that any such forward-looking statement, projection, forecast or estimate contained can be realized or that actual returns, results, or business prospects will not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Trans-Lux disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments.
Trans-Lux has filed with the SEC a Registration Statement on Form S-1 (including a preliminary prospectus) related to the rights offering, which has not been declared effective. Securities may not be sold, nor may offers to buy be accepted, in the rights offering before the registration statement is declared effective. At that time, a copy of the prospectus forming a part of the registration statement may be obtained, free of charge, on the SEC website at www.sec.gov, or by contacting the information agent for the rights offering, Morrow & Co., LLC, by email at email@example.com or by telephone at (800) 662-5200. Banks and brokerage firms also may contact Morrow & Co., LLC at (203) 658-9400. Before you invest, you should carefully read the prospectus and other documents Trans-Lux has filed with the SEC for more complete information about Trans-Lux and the rights offering.Back…