Travelzoo Inc. (NASDAQ:TZOO), a global Internet media company, today announced that the Company intends to execute the shareholder approved reverse/forward stock split during the second or third week of November, subject to receiving an updated fairness opinion from an independent financial advisor and final approval by the Special Committee of its Board of Directors.
As previously disclosed on June 11, 2013, Travelzoo had formed a Special Committee of its Board of Directors, consisting of three independent directors, to evaluate a reverse/forward stock split transaction, which has since been approved by shareholders at the Company’s annual shareholder meeting. The proposed reverse/forward stock split transaction consists of a 1-for-25 reverse stock split of the Company's outstanding common stock, followed immediately by a 25-for-1 forward stock split (collectively referred to as the “reverse/forward split”). A description of the terms and conditions of the reverse/forward split was set forth in Travelzoo’s definitive Proxy Statement for the 2013 annual shareholders meeting filed with the US Securities and Exchange Commission on July 25, 2013. On September 12, 2013, at the Company’s annual shareholders meeting, Travelzoo shareholders voted in favor of the reverse/forward split, with the transaction receiving the votes of both (A) a majority of the issued and outstanding shares of common stock and (B) a majority of the issued and outstanding shares of common stock that are not held or controlled, directly or indirectly, by directors or officers of the Company, including, without limitation, the shares held by Azzurro Capital Inc., our principal stockholder.
If approved, the reverse/forward stock split is intended to substantially reduce Travelzoo’s shareholder account administration costs.
To the extent the reverse/forward split is executed, approximately 655,000 of the Company’s outstanding shares will be fractionalized. Shareholders holding less than 25 shares of common stock immediately prior to the reverse split will not receive fractional shares in the reverse stock split, but will instead have their shares converted into the right to receive a cash payment in exchange for and in proportion to the fractional share interests resulting from the reverse stock split.