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Wynnefield Files for Temporary Restraining Order Against Niagara
Business Wire, Dec 15, 2005
NEW YORK -- Niagara Corporation (OTC: NGCD) is once again attempting a reverse/forward share split in an attempt to reinstate its "deregistered" stock status, according to the Wynnefield Group, a long-time shareholder in Niagara.
Wynnefield has filed for a Temporary Restraining Order (TRO) to prevent Niagara from engaging in the additional reverse/forward split described in its consent solicitation of December 5, 2005. The motion was filed in Court of Chancery in Wilmington, Delaware, where Niagara is incorporated.
Wynnefield's position is that Niagara had more than 300 holders of record on January 1, 2005 because the reverse/forward split they attempted last year was not effective until January 7, 2005. As a result, the company was, and is, required to make SEC filings and public reports during 2005.
Accordingly, to undertake the new reverse/forward split, Niagara is required to file a Rule 13e-3 Transaction Statement with the SEC and provide copies of the Statement to its shareholders 20 days prior to the transaction. A Rule 13e-3 Transaction Statement provides all disclosures, including a Fairness Opinion, that are necessary for shareholders to determine whether or not to provide their consent to the reverse/forward split.
Separately, Wynnefield awaits a ruling from the Court of Chancery regarding its litigation seeking access to certain of Niagara's books and records.
ABOUT THE WYNNEFIELD GROUP:
The Wynnefield Group includes several affiliates of Wynnefield Capital, Inc. (WCI), a value investor specializing in U.S. small cap situations that have company- or industry-specific catalysts. WCI was established in 1992. Its founding partners, Nelson Obus and Joshua Landes, held senior research and institutional equity positions at Lazard Freres & Co. during the 1980s, and the initial Wynnefield investors included many of their colleagues at Lazard. The fund has grown to approximately $300 million under management. Nelson Obus currently serves on the board of directors of Layne Christensen Company (NASDAQ: LAYN), serving on its audit committee and compensation committee.
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