Nematron shareholders OK sale to third party; AMEX delists company

Ann Arbor, MI—Nematron Corp. reports that its shareholders have overwhelmingly approved a plan to sell the company’s assets to an undisclosed third party for $12.6 million, including an assumption of its liabilities.

By Control Engineering Staff January 20, 2004

Ann Arbor, MI— Nematron Corp. reports that its shareholders have overwhelmingly approved a plan to sell the company’s assets to an undisclosed third party for $12.6 million, including an assumption of its liabilities. Following the affirmative vote at its Jan. 13 annual meeting, the company immediately sought to finalize the net asset purchase. Once the sale is completed, Nematron’s day-to-day operations will continue as a private company owned by the third party.

Meanwhile, the company’s shareholders will continue to own shares of Nematron’s publicly traded shell, which will be renamed as Sandston Corp., and will have Dorman Industries as its new majority shareholder. The shareholders also voted to approve Dorman’s purchase of Nematron shares at their meeting.

More than 99% of the shares voted were in favor of the five proposals contained in the firm’s definitive proxy statement. The shareholders also elected directors, amended Nematron’s articles of incorporation; and authorized a reverse stick split.

‘We’re very pleased with the results of this vote,’ says Joseph Fitzsimmons, Nematron’s board chairman. ‘The board of directors views this transaction as being in the best interest of the shareholders. It also keeps Nematron operating in Ann Arbor, which is good for its employees, its many local suppliers and the community. There are many companies worldwide that depend on Nematron’s products to keep their manufacturing lines running. This transaction allows Nematron to continue to service its customer base and better focus its resources on growing its business. As the economic climate continues to improve, Nematron’s prospects should greatly improve.’

AMEX delists Nematron In other news, the company reports that it has been notified by the American Stock Exchange (AMEX) that a Jan. 5 AMEX staff determination found that Nematron is below AMEX’s continued listing standards due to sustained financial losses and shareholder equity being below listing requirements. Nematron reports that it has decided not to appeal AMEX’s staff determination. As a result, Nematron’s common stock was expected to be suspended from trading on Jan. 14, 2004. It is also expected that AMEX will seek to remove Nematron’s common stock from listing and registration with AMEX.

Nematron’s common stock is eligible to trade on the OTC Bulletin Board (OTCBB), and it was anticipated that it would begin trading on the OTCBB last week. The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter equity securities. OTCBB securities are traded by a community of registered market makers that enter quotes and trade reports through a computer network. Information regarding the OTCBB, including stock quotes, can be found at . Investors should contact their broker for further information about executing trades in Nematron’s common stock on the OTCBB.

Nematron develops industrial automation solutions for the plant floor. For the past 20 years, the company has been at the forefront of innovation, introducing the industry’s first operator panels, industrial PCs and PC-based control software with flow-chart programming. Nematron delivers a wide range of hardware and software solutions into virtually every segment of the industrial automation market. Current product offerings include industrial PCs, HMIs, operator panels, Ethernet I/O, embedded controllers, HMI/SCADA and PC-based control software. AOK Controls, a subsidiary of Nematron, offers project management, design, installation, and support services.

Control Engineering Daily News DeskJim Montague, news