- 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;
- The likely de-registration of PHAZAR as a public company and the de-listing of its stock from NASDAQ 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 possibility, if its operating losses continue, that the Company will be unable to meet its obligations as they come due and 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. It is unlikely that the Company will have sufficient cash to repay the loan when it comes due.
PHAZAR CORP (NASDAQ: ANTP) (“ PHAZAR” or the “ Company”) today announced that leading independent proxy advisory firms ISS Proxy Advisory Services and Glass, Lewis & Co., LLC have both recommended that PHAZAR stockholders vote “FOR” adoption of 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. The Merger Agreement provides for the merger of Merger Sub with and into PHAZAR, with PHAZAR surviving the merger as a private company wholly owned by Parent. The Merger Agreement is being submitted to a vote at a special meeting of PHAZAR stockholders to be held on July 16, 2013. Gary W. Havener, Chairman of the Board of Directors of PHAZAR, stated: “We are pleased by the recommendations of these two firms, which we believe further validate the position of our independent directors that the merger is in the best interests of PHAZAR and its unaffiliated stockholders.” Neither of these recommendations was solicited by PHAZAR, Parent or Merger Sub or any of their respective affiliates and no fees were paid to these firms by PHAZAR, Parent or Merger Sub or any of their respective affiliates. As previously stated by the Company in its proxy materials, the ramifications of failing to adopt the Merger Agreement and complete the merger include: