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PHAZAR CORP Announces Adjournment Of Special Meeting Of Stockholders; To Reconvene July 24, 2013

Stocks in this article: ANTP

PHAZAR CORP (NASDAQ: ANTP) (“ PHAZAR” or the “ Company”) announced that at its Special Meeting of Stockholders held today, the Company’s stockholders approved the adjournment of the Special Meeting to allow additional time to solicit proxies for the proposal to adopt the Agreement and Plan of Merger (the “ Merger Agreement”), dated March 13, 2013, by and among PHAZAR, QAR Industries, Inc. (“ Parent”) and Antenna Products Acquisition Corp., a wholly owned subsidiary of Parent (“ Merger Sub”), pursuant to which Merger Sub will be merged with and into PHAZAR, with PHAZAR surviving the merger as a private company wholly owned by Parent. The Special Meeting will reconvene on July 24, 2013 at 4:00 p.m., Central Daylight Time, at the same location - the National Depository Office, located at 405 W. Loop 820 South, Suite 100, Fort Worth, Texas.

The Board of Directors, acting through its independent members, has recommended that stockholders vote “FOR” adoption of the Merger Agreement. As previously stated by the Company, the ramifications of failing to adopt the Merger Agreement and complete the merger include:

  • Stockholders losing the certainty provided by the Merger Agreement of receiving a fixed amount of cash consideration for their shares of $1.25 per share;
  • PHAZAR’s plan to delist from NASDAQ and deregister from the SEC in order to reduce operating costs, which the Company expects would have a significant and adverse effect on the liquidity of its stock; and
  • The probability that the Company will be unable to meet its obligations as they come due and may be forced to file for bankruptcy. These obligations include the $500,000 loan from Parent secured by the Company’s real estate assets, which will become due and payable on July 31, 2013. The Company currently has insufficient cash to repay the loan and no anticipated source for refinancing.

Of the votes that were submitted by proxy prior to today’s meeting, more than two-thirds were cast in favor of adoption of the Merger Agreement. However, the adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of outstanding shares of PHAZAR’s common stock, which includes nearly 700,000 shares that remained unvoted as of the time of today’s meeting.

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