SANTA CLARA, Calif.--(BUSINESS WIRE)--Sept. 12, 2006--On September
11, 2006, Alliance Semiconductor Corporation (Nasdaq:ALSC) (the
"Company") received notification from the Nasdaq Stock Market, Inc.
("Nasdaq") that a Nasdaq Listing Qualifications Panel has determined
to delist the Company's securities and accordingly, will suspend
trading of the Company's shares on Nasdaq at the open of business on
September 13, 2006. This action was a result of the Nasdaq panel's
agreement with a previous Nasdaq staff determination that the Company
is no longer engaged in active business operations and is therefore a
"public shell," which in Nasdaq's estimation raises public interest
concerns under Marketplace Rule 4300.
The Company expects that its modified Dutch auction tender offer,
which commenced on August 25, 2006 and is scheduled to expire on
September 22, 2006, will not be affected by the delisting of the
Company's securities from Nasdaq. As explained in tender offer
materials sent to investors and filed with the Securities and Exchange
Commission on August 25, 2006, the Company intends to spend up to $30
million to repurchase up to 10,909,090 shares of common stock, or up
to 30.7% of the outstanding shares, at a price per share not greater
than $3.00 and not less than $2.75. Stockholders are encouraged to
read the Offer to Purchase and related materials, which explain the
terms and conditions of the tender offer and provide instructions for
tendering shares. These materials are available without charge from
the Company's website at www.alsc.com and from the Commission's
internet address at www.sec.gov.
The Company has received assurances that several market makers
intend to file applications with the National Association of
Securities Dealers to quote the Company's common stock on the OTC
Bulletin Board. Quotations for the Company's common stock are also
expected to appear in the "Pink Sheets" under the trading symbol
"ALSC." The Company will disclose further trading venue information
for its common stock when such information becomes available.
Forward-Looking Statements
Except for historical information contained in this release,
statements in this release may constitute forward-looking statements
regarding our assumptions, projections, expectations, targets,
intentions or beliefs about future events. Words or phrases such as
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"predicts," "projects," "targets," "will likely result," "will
continue," "may," "could" or similar expressions identify
forward-looking statements. Forward-looking statements involve risks
and uncertainties, which could cause actual results or outcomes to
differ materially from those expressed. We caution that while we make
such statements in good faith and we believe such statements are based
on reasonable assumptions, including without limitation, management's
examination of historical operating trends, data contained in records,
and other data available from third parties, we cannot assure you that
our projections will be achieved. In addition to other factors and
matters discussed from time to time in our filings with the U.S.
Securities and Exchange Commission, or the SEC, some important factors
that could cause actual results or outcomes for the Company or our
subsidiaries to differ materially from those discussed in
forward-looking statements include: changes in general economic
conditions in the markets in which we may compete and fluctuations in
demand in the semiconductor and communications industries; our ability
to sustain historical margins; increased competition; increased costs;
increases in our cost of borrowings or unavailability of additional
debt or equity capital on terms considered reasonable by management;
and adverse state, federal or foreign legislation or regulation or
adverse determinations by regulators. Any forward-looking statement
speaks only as of the date on which such statement is made, and,
except as required by law, we undertake no obligation to update any
forward-looking statement to reflect events or circumstances after the
date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is
not possible for management to predict all such factors.
CONTACT:
Alliance Semiconductor Corporation,
Santa Clara
Mel Keating, 408-855-4900
SOURCE:
Alliance Semiconductor
