CoSine Communications

Dec 28, 2015

Announces Effectiveness of Reverse/Forward Stock Split and Delisting... -- LOS GATOS, Calif., Dec. 28, 2015 /PRNewswire/ -- CoSine Communications, Inc. Announces Effectiveness of Reverse/Forward Stock Split and Delisting of CoSine Common Stock LOS GATOS, Calif., Dec. 28, 2015 /PRNewswire/ -- CoSine Communications, Inc. ("CoSine") (Other OTC: COSN ) announced today that its previously announced reverse/forward stock split will take effect at 5:00 pm and 5:01 pm ET, respectively, on December 28, 2015. CoSine also announced it has received approval from the Financial Industry Regulatory Authority ("FINRA") clearing the 1-for-80,000 reverse stock split of CoSine's common stock previously approved by its stockholders and first announced on December 3, 2015. Pursuant to the reverse stock split, stockholders owning fewer than 80,000 shares of CoSine's common stock will have such shares cancelled and converted into the right to receive $4.40 for each share of common stock held immediately prior to the effectiveness of the reverse stock split. According to FINRA's approval, CoSine's common stock will be delisted from the OTC Pink marketplace and its trading symbol COSN will be deleted effective at the open of trading on December 29, 2015 and all trading in CoSine common stock will immediately cease. Effective immediately following the reverse stock split, CoSine will effect a forward stock split such that stockholders holding 80,000 or more shares of CoSine's common stock immediately prior to the effective time of the reverse stock split will not receive a cash payment, but will continue to hold the same number of shares of CoSine common stock after completion of the reverse/forward stock splits as they held immediately prior to the reverse stock split. The primary purpose of the reverse/forward stock splits is to consolidate CoSine's ownership structure and facilitate the reorganization of CoSine as a wholly owned subsidiary of WebFinancial Holding Corporation, itself an indirect subsidiary of Steel Partners Holdings, L.P., which currently controls approximately 80.3% of CoSine's common stock. Pursuant to the reorganization, (i) qualified holders of shares of CoSine's common stock outstanding after the effectiveness of the reverse/forward stock splits will have each of their shares converted into the right to receive $4.40 payable in shares of WebFinancial Holding Corporation common stock and Series A preferred stock, and (ii) all other holders of shares of CoSine's common stock outstanding after the effectiveness of the reverse/forward stock splits will have each of their shares converted into the right to receive a cash payment of $4.40. There is currently no public market for the shares of WebFinancial Holding Corporation common stock and Series A preferred stock and none is expected to develop. The reverse/forward stock splits will also eliminate the administrative burden of managing stockholder relations and communications and the expense of maintaining many small stockholder accounts and allow minority stockholders the ability to liquidate their shares of CoSine's common stock at a fair price without having to pay brokerage commissions. CoSine mailed an Information Statement to stockholders describing the transaction on or about December 23, 2015. The Information Statement describes the steps that stockholders should take in order to receive the cash consideration for those of their shares of common stock that are cancelled in the reverse stock split and converted into a right to receive cash. About CoSine Communications CoSine's primary operating subsidiary, API Group plc, is a leading manufacturer and distributor of foils, films and laminates used to enhance the visual appeal of products and packaging and to help its customers communicate brand values and authenticity. API's global operations, headquartered in Poynton, Cheshire, England, employ more than 500 people in 12 locations, dedicated to providing high quality, innovative materials and solutions for use in a vast range of applications, including consumer packaging, printed media and secure documents. CoSine's Certificate of Incorporation limits the ability of any group or person to acquire 5% or more of CoSine's common stock (subject to certain exceptions as provided in the Certificate of Incorporation). CoSine has also adopted a Rights Agreement to deter acquisitions of 5% or more of CoSine's common stock (subject to certain exceptions) by any group or person. About Steel Partners Holdings L.P. Steel Partners Holdings L.P. is a global diversified holding company. It owns and operates businesses for the long term benefit of shareholders and stakeholders and has significant interests in leading companies in various industries, including diversified industrial products, energy, defense, supply chain management and logistics, banking and youth sports. About WebFinancial Holding Corporation WebFinancial Holding Corporation is a holding company that is wholly owned by Steel Partners Holdings L.P.'s subsidiary, SPH Group LLC, a Delaware limited liability company. Cautionary note regarding forward-looking statements This press release contains certain forward-looking statements with respect to the financial condition, results of operations and business of CoSine. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the board of directors of CoSine in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this press release could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this press release. CoSine assumes no obligation to update or correct the information contained in this press release, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this press release are made as at the date of this press release, unless some other time is specified in relation to them, and issuance of this press release shall not give rise to any implication that there has been no change in the facts set out in this press release since such date. Nothing contained in this press release shall be deemed to be a forecast, projection or estimate of the future financial performance of CoSine except where expressly stated. For additional information contact: