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PRESS
RELEASE
For Immediate Release
HealtheTech, Inc. Announces Intent to Dissolve and Wind Down
Business Affairs
Golden, Colorado; May 3, 2006: HealtheTech, Inc. (the
“Company”) announced today that its Board of Directors has
approved the dissolution of the Company and adopted a plan of
complete liquidation and dissolution, which will be submitted to
the Company's stockholders for approval. Subject to approval of
the dissolution and plan by holders of a majority of the shares
of the Company's outstanding Common Stock, the Company plans to
dissolve and wind down its business affairs and in furtherance
thereof to sell or otherwise dispose of its assets, including
inventory, property and equipment and intellectual property,
discharge its liabilities, and distribute the net proceeds, if
any, to its stockholders, all in accordance with applicable law
including the General Corporation Law of the State of Delaware.
Pending stockholder action, the Company has begun making plans
for the orderly wind down of its operations, including headcount
reductions, securing continuing support for its existing
customers, seeking purchasers for the sale of its intellectual
property and other tangible and intangible assets, considering
pursuit of potential third-party claims and providing for its
outstanding and potential liabilities.
The Company intends to hold a special meeting of stockholders as
soon as practicable to approve the plan of liquidation and
dissolution. A proxy statement describing the plan will be
mailed to stockholders prior to the meeting. STOCKHOLDERS ARE
URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
In reaching its decision that the liquidation and dissolution of
the Company would be in the best interests of the Company’s
stockholders, the Company’s Board of Directors considered a
number of factors, including the Company's recent financial
performance and projections, prevailing economic and industry
conditions and unsuccessful efforts to sell or merge the
Company.
If, prior to its dissolution, the Company receives an offer for
a corporate transaction that will, in the view of the Board of
Directors, provide superior value to stockholders than the value
of the estimated net distributions under the plan of liquidation
from the sale or other disposition of assets, taking into
account all factors that could affect valuation, including
timing and certainty of closing, investment market risks,
survival of representations and warranties, indemnification
obligations and other facts, the plan of liquidation and
dissolution could be abandoned in favor of such a transaction.
Forward-Looking Statements
This press release includes "forward-looking
statements" within the meaning of applicable securities laws.
All statements included herein, other than statements of
historical fact, may constitute forward looking statements.
Although the Company believes that the expectations reflected in
such forward looking statements are reasonable, it can give no
assurance that these expectations will prove to be correct. Such
statements are based on management’s current expectations,
estimates and projections, which are subject to a wide range of
uncertainties and business risks. |
