THQ Inc. (THQI) Shareholders Approve One-for-Ten Reverse Split

July 2, 2012 6:45 AM EDT Send to a Friend
THQ Inc. (Nasdaq: THQI) announced that stockholders approved an amendment to THQ’s Certificate of Incorporation to effect a reverse split of its common stock and authorized its Board of Directors to determine the ratio and the effective date of the reverse stock split.

Immediately following the meeting, the Board of Directors fixed the ratio for the reverse stock split at 1-for-10, with trading currently expected to commence on the post-reverse split-adjusted basis on the NASDAQ Global Select Market as of the opening of trading on Monday, July 9, 2012.

The company’s common stock will continue to be reported on the NASDAQ Global Select Market under the symbol “THQI,” although Nasdaq will likely add the letter “D” to the end of the trading symbol for a period of 20 trading days to indicate that the reverse stock split has occurred. THQ’s common stock will have a new CUSIP number upon the reverse stock split becoming effective.

Every 10 shares of THQ’s issued and outstanding common stock as of the record date for the reverse stock split, which is expected to be July 5, 2012, will convert automatically into one issued and outstanding share of THQ common stock, subject to the elimination of fractional shares, without any change in the par value per share. The reverse stock split will reduce the number of shares outstanding from approximately 68.5 million shares to approximately 6.9 million. The reverse stock split will affect all issued and outstanding shares of common stock, as well as the shares issuable upon conversion of the company’s 5% Convertible Senior Notes, the common stock underlying stock options, warrants, restricted stock units, and other common stock-based equity grants outstanding immediately prior to the effectiveness of the reverse stock split. The number of authorized shares of the company’s common stock will not be affected by the reverse stock split.

No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fractional share of common stock will receive a cash payment in lieu of such fractional share based on the average closing price of the common stock on the NASDAQ Global Select Market for the five consecutive trading days immediately before the record date of the reverse stock split.

The purpose of the reverse stock split is to raise the per share trading price of THQ’s common stock to regain compliance with the $1.00 per share minimum bid price requirement for continued listing of THQ’s common stock on the NASDAQ Global Select Market. As previously disclosed, in order to regain compliance with NASDAQ’s minimum bid price requirement, the common stock must have a minimum closing bid price of $1.00 per share for a minimum of 10 consecutive trading days. There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of THQ’s common stock to above $1.00 per share to meet this requirement.


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