Era Group Inc. (NYSE:ERA) (“Era”) announced that on June 1, 2020, the Board of Directors of Era (the “Board”) approved an amendment to the Amended and Restated Certificate of Incorporation of Era to effect a reverse stock split of the issued and outstanding shares of common stock of Era in connection with the consummation of the proposed merger transaction involving Era and Bristow Group Inc. (“Bristow”), (the “Reverse Stock Split”). The approval of the Reverse Stock Split by the Board follows the Board’s careful evaluation of whether or not to effectuate the Reverse Stock Split, which involved consultation with Era’s management and outside advisors and Bristow. Following such evaluation, the Board has determined that the Reverse Stock Split is fair and in the best interests of the stockholders of Era.
If the Reverse Stock Split is effected, the shares of common stock of Era outstanding immediately prior to the effectiveness of the Reverse Stock Split would be reclassified into a smaller number of shares such that a stockholder of Era will own one share of common stock of Era for each three shares of common stock of Era held by that stockholder immediately prior to the effectiveness of the Reverse Stock Split.
The Reverse Stock Split is subject to (i) Era obtaining the requisite approval of the stockholders of Era and (ii) the consummation of the proposed merger transaction involving Era and Bristow. The Reverse Stock Split will be submitted to a vote of the stockholders of Era at the annual meeting of Era’s stockholders, to be held exclusively online via a live audio webcast at www.virtualshareholdermeeting.com/ERA2020 on June 11, 2020 at 9:00 a.m. Central Time (the “2020 Meeting”).
Approval of the Reverse Stock Split requires the affirmative vote of at least a majority of all outstanding shares of common stock of Era entitled to vote at the 2020 Meeting. As of May 6, 2020, Era’s directors and executive officers own approximately 8.86% of the issued and outstanding shares of common stock of Era and are expected to vote “FOR” the Reverse Stock Split.
The Reverse Stock Split will affect all stockholders of Era uniformly and will not affect any stockholder’s percentage of ownership interests in Era, except to the extent that the Reverse Stock Split results in any of the stockholders of Era owning a fractional share, as described below.
Proportional adjustments will also be made with respect to Era’s equity compensation plans and awards.
No fractional shares will be issued in connection with the Reverse Stock Split. Any fractional shares resulting from the Reverse Stock Split will be rounded down to the nearest whole number, and each stockholder of Era who would otherwise be entitled to a fraction of a share of common stock of Era upon the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) is, in lieu thereof, entitled to receive a cash payment determined by multiplying the fraction of a share of common stock of Era to which each stockholder of Era would otherwise be entitled by the closing price of common stock of Era on the New York Stock Exchange immediately prior to the date on which the Reverse Stock Split is effected.
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