RESTON, Va., Jan. 13, 2020 /PRNewswire/ -- NII Holdings, Inc. ("NII") today announced that it filed a certificate of dissolution (the "Certificate of Dissolution") with the Secretary of State of the State of Delaware, as contemplated by the Plan of Complete Liquidation and Dissolution (the "Plan") previously approved by NII's Board of Directors and stockholders. The Certificate of Dissolution, which became effective at 4:00 p.m. Eastern Time on January 13, 2020 (the "Effective Time"), provides for the dissolution of NII under the General Corporation Law of the State of Delaware (the "DGCL"). NII intends to follow the Safe Harbor Procedures as permitted under the DGCL.
In connection with the filing of the Certificate of Dissolution, effective as of the Effective Time, NII closed its stock transfer books and discontinued recording transfers of its common stock, par value $0.001 (the "Common Stock"). As a result, holders of the Common Stock are no longer able to transfer record or beneficial ownership of the Common Stock, other than transfers by will, intestate succession or operation of law.
Holders of the Common Stock will retain the right to receive distributions pursuant to and in accordance with NII's Plan and the DGCL. NII intends to seek to distribute funds to its stockholders in one or more distributions, as permitted by the DGCL, and will take all reasonable actions to optimize the distributable value to its stockholders.
As previously announced, NII notified the Nasdaq Stock Market ("Nasdaq") on December 18, 2019 of its intention to delist the Common Stock from the Nasdaq Global Select Market. NII filed a Form 25 with the Securities and Exchange Commission and Nasdaq on December 30, 2019, and the Common Stock was delisted from trading on the Nasdaq Global Select Market on January 9, 2020.
About NII Holdings, Inc.
NII previously owned operating companies that provided wireless communication services under the Nextel brand in Latin America. On December 18, 2019, NII completed the sale of Nextel Brazil, its sole remaining operating company, and announced its intention to dissolve the company and distribute its available remaining cash to stockholders. Visit NII's website at www.nii.com.
Safe Harbor Statement
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. This news release includes "forward-looking statements" within the meaning of the securities laws. The statements in this news release regarding the plan of dissolution and distributions, and other statements that are not historical facts, are forward-looking statements. Forward-looking statements are estimates and projections reflecting management's judgment based on currently available information and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. With respect to these forward-looking statements, management has made assumptions regarding, among other things, the timing and ability of NII to dissolve in a cost-effective manner. Future performance cannot be assured and actual results may differ materially from those in the forward-looking statements. Some factors that could cause actual results to differ include the risks and uncertainties relating to: the limited resources remaining available to NII; any factors raised in connection with the purchase price relating to the sale of Nextel Brazil; the amount of the costs, fees, expenses and charges related to the sale of Nextel Brazil, or the impact of any adjustments to the purchase price; the cost and outcome of any legal proceedings that may be instituted against NII and others in connection with the sale of Nextel Brazil or NII's delisting and dissolution; the timing and amount of cash and other assets available for distribution to stockholders upon NII's dissolution and winding up; the impact of liquidity constraints, including the inability to recover estimated amounts currently in escrow and access escrowed funds when expected; and the additional risks and uncertainties that are described in NII's Annual Report on Form 10-K for the year ended December 31, 2018, as well as in other reports filed from time to time by NII with the Securities and Exchange Commission. This press release speaks only as of its date, and NII disclaims any duty to update the information herein.
NII Holdings, Inc.
12110 Sunset Hills Road, Suite 600
Reston, Virginia 20190
Investor and Media Relations: Dan Freiman
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SOURCE NII Holdings, Inc.