CLST Holdings Inc (CLHI)

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Red Oak Abandons Previously Announced Tender Offer Plans Due to Adoption by CLST Holdings, Inc. of a “Poison Pill” Rights Plan

NEW YORK--(BUSINESS WIRE)--Red Oak Fund, LP (“Red Oak”), a fund managed by Red Oak Partners, LLC, announced today that it is terminating its previously announced plan to commence a tender offer for shares of common stock of CLST Holdings, Inc. (“CLHI”) in light of CLHI’s announcement on Friday, February 6th that it adopted a “poison pill” rights plan. “This hostile action by CLHI makes little sense to us given our intent to conduct a friendly offer to shareholders to provide a liquidity opportunity (in an otherwise illiquid security) at a significant premium to prior and 30-day average prices,” said David Sandberg, managing partner of Red Oak Partners, LLC. Mr. Sandberg continued: “As the company is under a shareholder-approved plan of dissolution, the adoption of this poison pill causes us to question whether: a) the shareholder-approved plan of dissolution is still in place; or b) CLHI’s Board wants to abandon the plan approved by shareholders and already in place. We are dismayed that they took this step without even evaluating the terms of our intended offer which would have been set forth in our offer documents. On Tuesday, February 3rd, we received communication via email from CLHI indicating they would like to discuss our plans, but on the call all they did was indicate they would comply with their legal obligations and provide a shareholder list. This seems to indicate to us that the Board’s entrenching its position takes precedence over providing details of an offer to shareholders and allowing shareholders to decide for themselves, particularly when no such rights plan or provision was in place prior to our announcement.”

“We question the purported excuse or rationale for this plan about preserving net operating loss carryforwards in the company. Since CLHI had previously adopted a plan to liquidate, it does not appear to us that the net operating loss carry forward or NOL will ever benefit the current shareholders. Virtually all companies under shareholder-approved plans of dissolution have net losses from operations, thus we think the market attaches little relevance to tax loss carryforwards (NOLs) for such companies.” Mr. Sandberg continued: “CLHI has included provisions in its poison pill which seem directly intended to limit our tender offer. As large current shareholders, we are concerned with the Board’s actions and intentions.”

In light of the actions taken by CLHI in adopting its rights plan, Red Oak is abandoning its previously announced plan to commence a tender offer for CLHI shares. Mr. Sandberg stated, “we are very disappointed that CLHI has seen fit to block a potential source of liquidity for its shareholders.”


Contacts
Red Oak Partners, LLC
David Sandberg, 212-614-8952
[e-mail]