HCFC 1-210 R/S cashout fractional shares @ 16.20
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The following is a summary of the material terms of the Stock Splits. While this summary describes what we believe are the most material terms and conditions of the Stock Splits, this Proxy Statement contains a more detailed description of these terms and conditions. We urge you to carefully review, in their entirety, this Proxy Statement, the attached Exhibits and the documents incorporated by reference before voting.
Information About the Stock Splits
The Stock Splits will consist of the following steps:
• The reverse stock split of HCFC shares will occur on the date that the Ohio Secretary of State accepts for filing certificates of amendment to our Articles (the “Effective Date”). As a result:
§ Each record holder of less than 210 HCFC shares immediately before the reverse stock split will receive cash in the amount of $16.20, without interest, for each share held immediately before the reverse stock split and will no longer be a shareholder of HCFC; and
§ Each record holder of 210 or more HCFC shares immediately prior to the reverse stock split will receive a fractional share for each common share held immediately before the reverse stock split. Fractional shares held by holders of more than 210 shares on the Effective Date will not be purchased by HCFC and holders of 210 or more shares will not be entitled to receive any cash payment from HCFC.
• After the reverse stock split is complete, each holder of 210 or more HCFC shares immediately before the reverse stock split will participate in the forward stock split, which will result in the holder owning the same number of shares after the forward stock split as the holder did immediately before the reverse stock split.
• If you are a record holder who holds less than 210 HCFC shares but do not want to be cashed out in the Stock Splits, you may remain a HCFC shareholder by purchasing a sufficient number of HCFC shares, to the extent available, in the open market far enough in advance of the Stock Splits so that you hold at least 210 HCFC shares on the Effective Date. Conversely, if you are a record holder and want to be cashed out in the Stock Splits, you may do so by selling a sufficient number of HCFC shares in the open market far enough in advance of the Stock Splits so that you hold less than 210 shares on the Effective Date.
• If you hold HCFC shares in “street name” through a nominee (such as a broker or a bank), the effect of the Stock Splits on your HCFC shares may be different than for record holders. HCFC intends for the Stock Splits to be effected at the registered shareholder level. This means that we look at the number of shares registered in the name that appears on HCFC’s record shareholder list. If your shares are held in street name, they are registered in the name of a nominee and not in your name. If that nominee holds 210 or more total shares for itself or other beneficial owners, you will not be cashed out even if you beneficially own fewer than 210 shares. Shareholders holding shares in street name should contact their nominee to determine how the Stock Splits will affect them.
§ If you hold less than 210 shares through a nominee but that nominee holds more than 210 shares in the aggregate and you wish to ensure that you are cashed out in the Stock Splits, you may transfer your HCFC shares out of street name and into a record account with HCFC far enough in advance that the transfer is complete prior to the Effective Date.
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§ If your nominee holds less than 210 shares of HCFC and you wish to continue as a HCFC shareholder after the Stock Splits, you may acquire additional HCFC shares, if available, in your street name account in the open market far enough in advance that the acquisition is complete prior to the Effective Date.
Please see the sections of this Proxy Statement entitled “SPECIAL FACTORS – Effects of the Stock Splits” and “ADDITIONAL INFORMATION ABOUT THE STOCK SPLITS – Summary and Structure” for more information on the structure of the Stock Splits.
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