RMCF-parent company of SWRL is restructuring into a holding company. They filed a 8k today about restructuring into a holding company in the state of Delaware. I wonder why this wasn't tagged as news on SWRL? What is your take on this move by the parent company?
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC. ANNOUNCES ANNUAL SHAREHOLDERS MEETING AND PROPOSED HOLDING COMPANY REORGANIZATION
DURANGO, Colorado (November 10, 2014) – Rocky Mountain Chocolate Factory, Inc. (Nasdaq Global Market: RMCF) (the “Company”) today announced that it will host its Annual Meeting of Shareholders on Thursday, February 19, 2015, at 10:00 a.m. local time (MST). The meeting will be held at The Doubletree Hotel, which is located at 501 Camino Del Rio in Durango Colorado.
At the meeting, the Company’s shareholders will be asked, among other things, to consider and vote on a proposal to approve the reorganization (the “Reorganization”) of the company pursuant to which the present company will become a subsidiary of a newly formed Delaware corporation with the same name, Rocky Mountain Chocolate Factory, Inc. (the “Holding Company”). Pending approval of the Reorganization at the Annual Meeting and effectiveness of the Reorganization, the Company’s shareholders will become stockholders of the new Holding Company. Each share of the Company’s common stock outstanding at the time of the Reorganization would be converted automatically into one share of common stock in the Holding Company. The Reorganization is intended to be tax-free for the Company and its shareholders for U.S. federal income tax purposes..
Upon completion of the Reorganization, the Holding Company will replace the present company as the publicly held corporation. The Holding Company, through its subsidiaries, will continue to conduct all of the operations currently conducted by the Company and its subsidiaries, and the directors and executive officers of the Company prior to the Reorganization will be the same as the directors and executive officers of the Holding Company following the Reorganization.
“We expect the shares of Rocky Mountain Chocolate Factory, Inc. common stock to continue to trade under the ticker symbol ‘RMCF’ on the NASDAQ Global Market,” commented Franklin Crail, Chief Executive Officer of Rocky Mountain Chocolate Factory, Inc. “Our Board of Directors and management team believe that implementing the holding company structure will provide the Company with strategic, operational and financing flexibility, and incorporating the new Holding Company in Delaware should allow the Company to take advantage of the flexibility, predictability and responsiveness that Delaware corporate law provides.”
“We believe the proposed change in structure more accurately reflects the scope of our current operations and our future direction,” added Bryan Merryman, the Company’s Chief Operating Officer and Chief Financial Officer. “We are no longer solely in the business of franchising and operating retail chocolate stores and manufacturing premium chocolates and other confections. In recent years, we have become a company that extends beyond the original Rocky Mountain Chocolate Factory concept and brand. In particular, our acquisition of a majority interest in U-Swirl, Inc. (OTCQB: SWRL) in January 2013, along with subsequent acquisitions by U-Swirl, has positioned our Company as majority owner of the fourth largest franchisor of self-serve frozen yogurt cafés in the world. We expect the holding company structure to enable us to leverage our infrastructure, while allowing each brand to focus intently on delivering a great experience to its customers.”
If approved at the Annual Meeting, the Company expects that the Reorganization will become effective on or about March 1, 2015. At the Annual Meeting, the Company’s shareholders will also be asked to elect six directors and ratify the Company’s auditors.
