Convera Corporation Liquidating Trust Announces Final Liquidation Distribution
VIENNA, Va., June 18, 2013 /PRNewswire/ — Convera Corporation Liquidating Trust, a Delaware statutory trust (the “Trust“), announced today that it is making its final distribution of assets, and thereby completing its liquidation. The Trust was formed in April 2011 in order to hold for distribution shares of Common Stock of Vertical Search Works, Inc. (“VSW“) then owned by Convera Corporation, a dissolved Delaware corporation (“Convera“) for the benefit of the holders (the “Holders“) of shares of Class A Common Stock of Convera, other than such holders who previously received a cash payment in lieu of fractional shares of VSW Common Stock as contemplated by Convera’s Form 8-K dated April 12, 2011. As a result of Convera’s Revised Plan of Distribution which was adopted on April 12, 2011, and action by the Liquidating Trustees of the Trust, and in light of the recent reverse stock split of shares of Common Stock of VSW, each Holder has the right to receive the following final liquidating distribution from the Trust in cancellation of interests in the Trust and Class A Common Stock of Convera (the “Final Distribution“):
(i) a pro-rata distribution of shares of Common Stock of VSW owned by the Trust (the “Stock Distribution“). Presently, the Trust owns 2,023 shares of VSW Common Stock (representing approximately 16% of the voting power and economic rights of VSW’s total outstanding shares). Based upon the number of shares of Convera Class A Common Stock that were held by the Holders on the effective date of the dissolution of Convera and the number of shares of VSW Common Stock currently held by the Trust, one (1) whole share of VSW Common Stock will be distributed for each 26,429 shares of Convera Class A Common Stock held by the Holders (consequently, if a Holder held less than 26,429 shares, such Holder will receive cash for fractional shares as described below); and
(ii) the cash amount to be paid by VSW (the “Fractional Cash Amount“), in lieu of issuing fractional shares, to each Holder otherwise entitled to receive fractional shares of VSW Common Stock, in an amount equal to $5,334.40 multiplied by such fraction of a share of VSW Common Stock, upon the pro-rata distribution of shares of VSW Common Stock owned by the Trust. This Fractional Cash Amount equates to a payment of $0.2018 per share of Convera Class A Common Stock with respect to which a whole share of VSW Common Stock is not distributed in the Stock Distribution. VSW has informed the Trust that it will make the payment of the Fractional Cash Amount, in lieu of issuing fractional shares, to the Holders who would otherwise be entitled to receive fractional shares upon the distribution by the Trust of its VSW shares. Such cash amount will be paid directly to such Holders at the time of the Final Distribution.
Pursuant to an agreement between VSW and the Trust, VSW has agreed to make certain quarterly information rights available to recipients of whole shares in the Stock Distribution and any transferees thereof, upon their request. Additional information regarding Convera’s plan of dissolution and liquidation, and the tax treatment thereof, is available on Schedule 14C, filed by Convera with the Securities and Exchange Commission on December 31, 2009 and mailed to Convera shareholders on January 8, 2010 and can be found on the EDGAR system of the Securities and Exchange Commission (www.sec.gov).
The transfer agent will mail your shares of VSW Common Stock and the Fractional Cash Amount for your shares to the address shown for you on its record.
Beneficial owners of Convera Class A Common Stock who held their interests in “street name” through The Depositary Trust Company, a clearinghouse that holds shares of public companies in its nominee name, CEDE & Co., for banks and brokers, are encouraged to contact their brokers in order to receive their interests in the distribution.
Vertical Search Works, Inc., a Delaware corporation, is an internet search provider that helps publishers operating online in vertical markets attract and retain its user base through search and provides advertisements that are semantically matched to the content on the site to increase click through revenues on the site. VSW was formed through the merger of Convera’s online search business and Firstlight ERA on February 9, 2010.
SOURCE Convera Corporation