Company Currently Expects Its Common Stock to Begin Trading on a
Split-adjusted Basis on July 9, 2012
AGOURA HILLS, Calif.--(BUSINESS WIRE)--Jul. 2, 2012--
THQ Inc. (NASDAQ:THQI) announced that at
the company’s Special Meeting of Stockholders on June 29, 2012,
stockholders approved an amendment to THQ’s Certificate of Incorporation
to effect a reverse split of its common stock and authorized its Board
of Directors to determine the ratio and the effective date of the
reverse stock split.
Immediately following the meeting, the Board of Directors fixed the
ratio for the reverse stock split at 1-for-10, with trading currently
expected to commence on the post-reverse split-adjusted basis on the
NASDAQ Global Select Market as of the opening of trading on Monday, July
The company’s common stock will continue to be reported on the NASDAQ
Global Select Market under the symbol “THQI,” although Nasdaq will
likely add the letter “D” to the end of the trading symbol for a period
of 20 trading days to indicate that the reverse stock split has
occurred. THQ’s common stock will have a new CUSIP number upon the
reverse stock split becoming effective.
Every 10 shares of THQ’s issued and outstanding common stock as of the
record date for the reverse stock split, which is expected to be July 5,
2012, will convert automatically into one issued and outstanding share
of THQ common stock, subject to the elimination of fractional shares,
without any change in the par value per share. The reverse stock split
will reduce the number of shares outstanding from approximately 68.5
million shares to approximately 6.9 million. The reverse stock split
will affect all issued and outstanding shares of common stock, as well
as the shares issuable upon conversion of the company’s 5% Convertible
Senior Notes, the common stock underlying stock options, warrants,
restricted stock units, and other common stock-based equity grants
outstanding immediately prior to the effectiveness of the reverse stock
split. The number of authorized shares of the company’s common stock
will not be affected by the reverse stock split.
No fractional shares will be issued in connection with the reverse stock
split. Stockholders who would otherwise hold a fractional share of
common stock will receive a cash payment in lieu of such fractional
share based on the average closing price of the common stock on the
NASDAQ Global Select Market for the five consecutive trading days
immediately before the record date of the reverse stock split.
The purpose of the reverse stock split is to raise the per share trading
price of THQ’s common stock to regain compliance with the $1.00 per
share minimum bid price requirement for continued listing of THQ’s
common stock on the NASDAQ Global Select Market. As previously
disclosed, in order to regain compliance with NASDAQ’s minimum bid price
requirement, the common stock must have a minimum closing bid price of
$1.00 per share for a minimum of 10 consecutive trading days. There can
be no assurance that the reverse stock split will have the desired
effect of raising the closing bid price of THQ’s common stock to above
$1.00 per share to meet this requirement.
Additional information about the reverse stock split can be found in the
company’s definitive proxy statement filed with the Securities and
Exchange Commission on June 5, 2012 and supplemental material filed on
June 13, 2012, copies of which are available at www.sec.gov
or at www.thq.com
under the SEC Filings tab located on the Investor Relations page.
THQ Inc. (NASDAQ: THQI) is a leading
worldwide developer and publisher of interactive entertainment software.
The company develops its products for all popular game systems, personal
computers, wireless devices and the Internet. Headquartered in Los
Angeles County, California, THQ sells product through its global network
of offices located throughout North America, Europe and Asia Pacific.
More information about THQ and its products may be found at http://www.thq.com/.
THQ and its logo are trademarks and/or registered trademarks of THQ Inc.
THQ Inc. Caution Concerning Forward-Looking Statements
This press release contains statements that are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are based on
current expectations, estimates and projections about the business of
THQ Inc. and its subsidiaries (collectively referred to as "THQ"),
including, but not limited to, statements regarding the effectiveness of
the reverse stock split and trading price of our shares of common stock
after the reverse stock split. These statements are based upon
management's current beliefs and certain assumptions made by management.
Such forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements, including, but
not limited to, business, competitive, economic, legal, political, and
technological factors affecting our industry, operations, markets,
products, or pricing. Readers should carefully review the risk factors
and the information that could materially affect THQ's financial
results, described in other documents that THQ files from time to time
with the Securities and Exchange Commission, including its Annual Report
on Form 10-K for the fiscal period ended March 31, 2012, and
particularly the discussion of trends and risk factors set forth
therein. Unless otherwise required by law, THQ disclaims any obligation
to update its view on any such risks or uncertainties or to revise or
publicly release the results of any revision to these forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
Source: THQ Inc.
THQ Investor Relations
Lisa Mueller, 818-871-5125
Angela Emery, 818-871-8650