Mirae Corp (MM) (NASDAQ:MRAE)
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Mirae Corporation (NASDAQ:MRAE) (the "Company") today announced its
plans to proceed with the voluntary delisting of its American Depositary
Shares ("ADSs") from the Nasdaq Global Market ("Nasdaq") and deregister
and terminate its reporting obligations with the U.S. Securities and
Exchange Commission ("SEC").
The Company will immediately proceed with delisting by providing a
written notice to Nasdaq today of its intention to delist and file a
Form 25 with the SEC on or about April 28, 2008. The delisting from
Nasdaq is expected to become effective 10 days after such filing. The
Company intends to begin the deregistration process as soon as
practicable upon the delisting from Nasdaq becoming effective and
anticipates it will file a Form 15F by middle of May 2008, with the
deregistration subject to SEC not objecting to such request in
accordance with the Securities Exchange Act of 1934 (the "Exchange
Act"). The Company's reporting obligations under the Exchange Act will
be suspended immediately upon such filing and the Company shall no
longer submit any reports to the SEC. The deregistration is expected to
become effective 90 days after the filing of the Form 15F if there are
no objections from the SEC (and if the filing is not withdrawn prior to
the end of the 90-day period).
The Company has notified The Bank of New York, its depositary for the
Company's American Depositary Receipt ("ADR") program, of its intention
to terminate its ADR program. In accordance with the termination
procedure under the depositary agreement, the ADR program will terminate
30 days after the depositary delivers notice of termination to the ADR
holders. After termination of the ADR program, ADR holders, if not
previously removed from the facility, will receive the underlying common
shares of the Company upon surrender of their ADRs. After one year from
the date of termination, the depositary may sell any common shares
underlying the ADRs that have not yet been surrendered, and the owners
of such ADRs will be entitled to receive the net cash proceeds received
by the depositary from the sale of such shares upon surrender of their
ADRs.
The decision to delist and deregister has been reached as part of the
Company's overall strategy to improve cost-effectiveness. The benefits
of maintaining a Nasdaq listing has declined over time as the trading
volume and trading prices of the Company's ADSs have declined on Nasdaq.
The average daily trading on Nasdaq for the last twelve months has been
less than 5% of the worldwide average daily trading volume of the
Company's common shares. In addition, the Company received a Nasdaq
Staff Deficiency Letter dated April 14, 2008 indicating that the
Company's ADSs have been trading below the required minimum closing bid
price of US$1.00 per share on Nasdaq for the last 30 consecutive
business days and as a result the Company is not in compliance with the
minimum bid price requirement for continued listing set forth in
Marketplace Rule 4450(a)(5). Considering the limited trading volume and
low trading prices on Nasdaq, the Company has concluded the costs,
expenses and administrative burden associated with regaining compliance
with Nasdaq Marketplace Rules and maintaining a Nasdaq listing with SEC
reporting obligations outweigh the benefits to be achieved by
maintaining the listing.
The Company's common shares will continue to be listed on the Korea
Exchange ("KRX") Stock Market. After deregistration, the Company will
continue to provide investors access to information filed with KRX Stock
Market or other information required to be made public under Korean
regulations on the Company's website at http://www.mirae.co.kr
in Korean or http://www.mirae.com in
English.
About Mirae Corporation
Incorporated in the Republic of Korea in 1990, Mirae Corporation is a
manufacturer of semiconductor-related equipment and telecommunication
appliances and offers a broad range of products including handlers and
SMD replacement systems for sale in Korea and overseas markets. For
further information about Mirae Corporation, please visit its website at http://www.mirae.com.
Forward-Looking Statement:
Certain statements in this press
release are "forward-looking statements" within the meaning of the
U.S. federal securities laws. These forward-looking statements include,
but are not limited to, statements as to plans to delist from Nasdaq,
deregister from the SEC and plans to file a Form 25 and a Form 15F and
the timing thereof; to terminate the ADR program; to continue to have
our common shares trade on KRX Stock Market; and to provide continuous
disclosure under Korean regulations among others. These forward-looking
statements are based on our current assumptions, expectations and
projections about future events and subject to risks, uncertainties and
other factors that could cause actual results to differ materially from
future results expressed or implied by the forward-looking statements.
Many of these risks and uncertainties relate to factors that are beyond
our ability to control or estimate precisely, such as the effect of
general economic or political conditions, fluctuations in exchange rates
or interest rates, increases or changes in competition, our ability to
implement and complete successfully our plans and strategies, changes in
our liquidity needs, the actions of competitors and third parties, and
other factors discussed in our public filings. Investors are cautioned
not to place undue reliance on these forward-looking statements which
speak only as of the date of this press
release. We do not undertake any obligation to release publicly any
revisions to these forward-looking statements to reflect new, changing
or unanticipated events or circumstances after the date of this press
release, except as may be required by applicable securities law.