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Planned Reclassification Simplifies Equity Capital Structure and Improves Corporate Governance
American Software, Inc. (NASDAQ:AMSWA) ("American Software" or the "Company"), a leading provider of innovative AI-powered supply chain planning software, today announced it has entered into an agreement (the "Reclassification Agreement") with James C. Edenfield (the "Class B Shareholder"), the sole, beneficial owner of all of the issued and outstanding shares of the Company's Class B Common Stock, par value $0.10 per share (the "Class B Common Stock"). Under the terms of the Reclassification Agreement, the Company's Class B Common Stock will be eliminated subject to receipt of shareholder approval (the "Reclassification Transaction"). The Company's Board of Directors has approved and will recommend that the shareholders approve certain amendments to the Company's Amended and Restated Articles of Incorporation (the "Second Amended and Restated Articles") to effectuate the Reclassification Transaction at the Company's 2024 Annual Meeting of Shareholders (the "Annual Meeting").
Under the terms of the Reclassification Agreement, each outstanding share of the Company's Class B Common Stock will be exchanged for 1.2 shares of the Company's Class A Common Stock, par value $0.10 per share ("Class A Common Stock").
The Reclassification Transaction follows the Board of Directors' previously announced review of financial and capital structural alternatives to create shareholder value and enhance the Company's corporate governance practices.
"We believe the elimination of the dual class structure will enhance long-term value for all shareholders by aligning voting rights with economic interests," said Allan Dow, CEO and President of American Software. "Simplifying our capital structure also improves our corporate governance and broadens our appeal to investors."
The closing of the Reclassification Transaction is subject to approval by the affirmative vote of the holders of (i) a majority of the issued and outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote, voting together as a single class, and (b) a majority of the issued and outstanding shares of Class A Common Stock held by the Unaffiliated Common Shareholders (as defined in the Reclassification Agreement). Under the terms of the Reclassification Agreement, the Class B Shareholder has agreed to vote to approve the Reclassification Transaction at the Annual Meeting.
The Company will be seeking shareholder approval of the Reclassification Transaction and the Second Amended and Restated Articles at its Annual Meeting.
Houlihan Lokey Capital, Inc. acted as financial advisor to the Company, and Baker, Donelson, Bearman, Caldwell & Berkowitz, PC acted as legal advisor to the Company.
Posted In: AMSWA
