Averion International Corporation (OTC BB: AVRO), today announced that it has filed an information statement with the Securities and Exchange Commission (SEC) regarding its plan to go private. A majority of the Company’s common shareholders have approved an amendment to the Company’s certificate of incorporation to affect a reverse stock split in a ratio of 20,500 for 1 (the “Reverse Split”). Shareholders owning fewer than 20,500 shares of common stock immediately prior to the effective date of the Reverse Split, whose shares of common stock would be converted into less than one share in the Reverse Split, will instead have the right to receive a cash payment of $.01 per share immediately prior to the effective date of the Reverse Split. This transaction will be followed immediately by a 1 for 20,500 forward split which will restore continuing stockholders to their original position prior to the Reverse Split.
All aspects of the transaction, including the price to be paid to the cash out shareholders were reviewed and approved by a Special Committee of the Board of Directors made up of independent directors who have no interest in the transaction. The Special Committee relied, in part, on a valuation report prepared by an independent consulting firm.