Oriens Restructuring Details
Oriens Restructuring Details ( PURE Now ). Ladies and gentlemen our X-Day is upon us. Once again, we remind our shareholders that change can be a very good thing. In the case of Oriens merging with eNet to create Pure Hospitality Solutions, Inc., it happened to be a great thing.
For far too long, shareholders have waited for this Company to develop, and finally we are on the move, with no plans of stopping. You deserve a quality Company and we have every intention on delivering one to you.
We know the noise, we hear it too…and there will be those nay-sayers that challenge our every move. So what…You can either listen to their banter, or shut them down. Consider staying with us, you have been a loyal part of this team. You committed to the long haul, and we can’t thank you enough. Why not stick around and hey, maybe become a PURE Groupie!
It is important we go over the details of this reverse split with you. While we were not required to file a Form 14C, considering our next step in growing this company is to complete an audit (MaloneBailey, LLP (http://www.malonebailey.com/) is already on retainer)), we believe we must “Act As If.” Transparency is crucial for any company’s communication. So please… read carefully, and contact your broker or financial manager if you have further questions on how this split will look.
Material Modification to Rights of Security Holders
The Board of Directors of Oriens Travel & Hotel Management, Inc., a Nevada corporation (the “Company”), has received approval a reverse stock split of the Company’s common stock at a ratio of 600 to 1 (the “Reverse Stock Split”).
For the forty-two (42) days prior to today’s press release, “Oriens Obtains X-Date To Effectuate Split”, the Company has been fully transparent about the reverse split through a number of communication mediums, including public press releases, CEO shareholder address, blogs, and various social media outlets. Such communication began on September 30th, 2014. On this day, the Company’s new CEO, Melvin Pereira, made the first inference to the restructuring of the Company’s capitalization table during the September 30th, 2014 Shareholder Address, “OTHM Shareholders Change is Here”. In this address, Mr. Pereira firmly stated, “Let there be no mistake, there will be a complete restructuring of the Company’s capitalization table to properly support the value of real assets…” This shareholder address was announced in a press release [of the same date], “Oriens New CEO Addresses Shareholders.”
In continuing announcements, Mr. Pereira increasingly spoke about the restructuring of the company, the reverse split, the process of completing the merger/acquisition and reverse split, along with introducing the “Round Up” plan; purpose and benefits of round-up of shares. Such announcements include, but not limited to, the October 10th, 2014 release, “Oriens Discusses Recapitalization and Merger” and “Oriens & E-Net; the Next Steps.”
Finally on November 3rd, the Company speaks to the final steps of its action to complete the reverse split.
Today, November 11th, 2014, forty-three (43) days from the Company’s initial inference of the reverse split, the Company announces, “Oriens Obtains X-Date To Effectuate Split,” finalizing its quest to rebirth the Company and uphold its vow to be as transparent as possible – good, bad or indifferent.
Reason for the Reverse Stock Split
The Reverse Stock Split is being effected in accordance with the decision of the Board of Directors of the Company to effect a reverse stock split of the Common Stock as part of the merger/acquisition of E-Network de Costa Rica.
The need for the reverse stock split became a discussion when the merger/acquisition of E-Network de Costa Rica was being explored. Considering that the former CEO, Mr. Ken Chua made a commitment not to subject the Company’s shareholders to an unwarranted reverse split [meaning, the reverse must be substantiated by an increase in value, etc.], great consideration was given to what E-Net brought to the table for shareholders. By the time the merger/acquisition of E-Network de Costa Rica came to fruition, with several assets already in the E-Net portfolio, and one multi-million dollar acquisition in play, it became clear that a reverse split was indeed necessary to support the true value Mr. Pereira and E-Net brought to Oriens.
Effects of the Reverse Stock Split
Effective Date and CUSIP Number. The Reverse Stock Split becomes effective with FINRA (the Financial Industry Regulatory Authority) and in the marketplace at the open of business on November 12th, 2014 (the “Effective Date”), whereupon the shares of common stock will begin trading on a split-adjusted basis. Upon effectiveness of the Reverse Stock Split, the Company’s trading symbol will change to “OTHMD” for a period of 20 business days, after which the “D” will be removed from the Company’s trading symbol. The trading symbol will then be changed to “PNOW.” In connection with the reverse stock split, the Company’s CUSIP number will change to 74624K106.
Split Adjustment; No Fractional Shares. Upon effectiveness of the Reverse Stock Split, the total number of shares of the Company’s Common Stock held by each stockholder will be converted automatically into the number of whole shares of Common Stock equal to (i) the number of issued and outstanding shares of Common Stock held by such stockholder immediately prior to the Reverse Stock Split, divided by (ii) 600. No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will institute a “Share Round-Up” whereby, on the Effective Date, all of those stockholders who hold between 1 share and 139,800 shares of the Company’s common stock, will be “rounded up” to 233 shares post Reverse Stock Split.
Non-Certificated Shares. The Company’s Stockholders who are holding their shares in electronic form at brokerage firms. Accordingly, they do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
State Filing. The Company filed a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada on November 4th, 2014. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Reverse Stock Split.
No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207, no stockholder approval is required. NRS Section 78.207 provides that the Company may affect the Reverse Stock Split without stockholder approval if (x) both the number of authorized shares of Common Stock and the number of outstanding shares of Common Stock are proportionally reduced as a result of the Reverse Stock Split (y) the Reverse Stock Split does not adversely affect any other class of stock of the Company and (z) the Company does not pay money or issue scrip to stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Company has complied with these requirements.
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Capitalization. The Company is currently authorized to issue 2,000,000,000 shares of Common Stock. As a result of the Reverse Stock Split, the Company will be authorized to issue 200,000,000 shares of Common Stock. As of November 4th, 2014, there were 1,999,995,288 shares of Common Stock issued and 1,826,895,288 Common Stock outstanding. Because of the Reverse Stock Split, there will be approximately 3,044,825 shares of Common Stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). Currently, the Company has 11,000,000 shares of preferred stock authorized with 500,000 preferred stock issued. And, currently, the Company does not have any outstanding warrants and/or options to purchase the Company’s securities.
Immediately after the Reverse Stock Split, each stockholder’s percentage ownership interest in the Company and proportional voting power will remain virtually unchanged except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of Common Stock will be substantially unaffected by the Reverse Stock Split.
In close, we would like to reiterate how much this team appreciates your continued support. We are no longer at the crossroads. We are here….and we are PURE. So let’s get our PURE on !
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