NEW YORK, NY -- September 3, 2008 -- API Nanotronics Corp. (OTCBB: APIO) ("API") (the "Company"), a leading supplier of electronic components, nano-optics and nanotechnology research and development to the defense and communications sectors, today announced that its Board of Directors has unanimously approved a one-for-fifteen consolidation of the Company's outstanding common shares and exchangeable shares, following approval by its shareholders on August 20, 2008.
It is anticipated that the reverse stock split will be effective on close of business Friday, September 19, 2008, when API files a charter amendment with the Secretary of State of the State of Delaware for its common shares and articles of amendment under the Ontario Business Corporation Act for its exchangeable shares. In connection with the reverse split, API will be designated a new ticker symbol at the sole discretion of the OTC Bulletin Board, which is still to be determined. It is expected that the common shares will be quoted on the OTC Bulletin Board post-split at market open on Monday, September 22, 2008.
As a result of the reverse stock split, every fifteen of API's common shares or exchangeable shares will be consolidated into one new common share or new exchangeable share, respectively. The reverse split will reduce the number of API's common shares and exchangeable shares outstanding from approximately 522,077,355 million to approximately 34,805,157 million. Furthermore, proportional adjustments will be made to API's stock options and other equity incentive awards, equity compensation plans and convertible securities.
"The reverse split is part of our overall strategy to achieve the optimal capital structure for API," stated Phillip DeZwirek, Chairman of API. "With this action we enable ourselves to move towards accomplishing a number of our immediate goals: 1) simplify our investors' understanding and visibility of our earnings on a per share basis, 2) attract and retain long term institutional shareholders through a higher share price and manageable share count, and 3) significantly reduce administrative, transaction and regulatory costs related to the number of shares authorized and outstanding."
API will not issue fractional shares as a result of the reverse stock split. Any fractional shares which might result from the reverse split will be rounded up to the nearest whole share.
About API Nanotronics Corp. (OTCBB: APIO)
API Nanotronics Corp., through its wholly owned subsidiaries API Electronics Inc., National Hybrid Inc., Filtran Group, TM Systems, Keytronics and API Nanofabrication Corporation, is engaged in the manufacture of electronic components and systems for the defense and communications industries. API is also developing a leadership position in the R&D and manufacture of nanotechnology and MEMS products. With a growing list of blue chip customers, including Honeywell/Allied Signal, General Dynamics, Lockheed Martin, and numerous other top technology-based firms around the world, API regularly ships products to clients in more than 34 countries. API owns state-of-the-art manufacturing and technology centers in New York, New Jersey and Ontario, Canada and has manufacturing capabilities in China and a distribution center in Britain. API Nanotronics trades on the OTC Bulletin Board under the symbol APIO. For further information, please visit the company website at www.apinanotronics.com
Safe Harbor for Forward-Looking Statements:
Except for statements of historical fact, the information presented herein constitutes forward-looking statements. All forward-looking statements are subject to certain risks, uncertainties and assumptions which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties, which are more fully described in the Company's Annual and Quarterly Reports filed with the Securities and Exchange Commission, include but are not limited to, general economic and business conditions, the ability to acquire and develop specific projects, the ability to fund operations and changes in consumer and business consumption habits, our ability to protect our intellectual property, our ability to integrate and consolidate our operations, our ability to expand our operations in both new and existing markets, the effect of growth on our infrastructure and the effect of competition in the electronic components, nano-optics and nanotechnology industries. Should one or more of these risks or uncertainties materialize, or should the assumptions prove incorrect, actual results may vary in material aspects from those currently anticipated. All information in this release is as of the date hereof. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations.