Hungarian Telephone and Cable Corp. Leaving Delaware
Hungarian Telephone and Cable Corp. (NYSE ALTERNEXT U.S.: HTC) has announced in a press release and in SEC filings that they are seeking to change corporate domicile from Delaware to Denmark. The stated reason is the same as those recent reincorporations IN Delaware in reverse:
The Company believes that reorganizing as a Danish corporation will allow the Company to take advantage of financial and other business opportunities that are not available under its current corporate structure as a Delaware corporation.
The reorganization will require the cooperation of some organizations outside of the control of the company. They have not said if that cooperation will be forthcoming. No word yet as to what the business opportunities may be.
The reorganization merger requires the affirmative vote of a majority of the Company’s outstanding common stock, including the common stock owned by TDC A/S. On November 27, 2008, TDC owned 10,499,782 shares of the Company’s common stock, representing approximately 63.9% of the outstanding common stock on that date. TDC has informed the Company that it intends to vote its shares of common stock in favor of the reorganization merger at the special meeting that will be held to approve the transaction. TDC owns sufficient shares of HTCC’s common stock to approve the reorganization merger.
In addition to stockholder approval, the reorganization is subject to other conditions specified in the merger agreement, including receipt of waivers of certain covenants under certain credit facilities of the HTCC group. No assurance can be given that these waivers will be obtained. If they are not obtained, or any of the other conditions to the transactions are not satisfied, then the reorganization may be abandoned.