NexCen Brands, Inc., the owner of The Athlete's Foot, closed on the sale of its franchise businesses to Global Franchise Group, LLC an affiliate of Levine Leichtman Capital Partners.
In connection with the closing of the sale transaction, BTMU Capital Corporation was paid all amounts owing to BTMUCC pursuant to the terms of an Accord and Satisfaction Agreement with BTMUCC that was signed on May 13, 2010 (at the same time that the sale agreement was signed).
The closing took place following shareholder approval of the transaction at a Special Meeting of Stockholders held on July 29, 2010. The proposal was approved, with approximately 65% of the shares outstanding and 90% of shares voted, in favor of the transaction.
At the Special Meeting, the Company's shareholders also approved the additional proposals outlined in the Company's June 11, 2010 proxy statement, including adoption of a plan of liquidation for NexCen and reduction of the number of authorized shares of the Company's common stock. Based upon the final voting results, the required majority vote was received on all proposals.
David S. Oros, Chairman of Board of Directors of NexCen, stated, “We are extremely pleased with the support of our shareholders for the sale of the Company's assets and the plan of dissolution. We believe this is the path most likely to provide value to all of our stakeholders. We appreciate the hard work of our employees and franchisees as well as the support of our shareholders throughout this process.”
With the sale of the franchise businesses completed, NexCen expects that it will soon file a certificate of dissolution with the Secretary of State of Delaware and will proceed with the process of formally winding down the Company. The Company's Board of Directors will meet to consider the commencement of the dissolution process.
As set forth in the June 11, 2010 proxy statement, NexCen continues to estimate that upon the Company's dissolution, the cash proceeds ultimately available for distribution to the holders of NexCen common stock will be between $0.12 and $0.16 per share of common stock; however, NexCen is unable to predict with certainty the exact amount, nature and timing of any distributions to its shareholders.
