DALLAS, April 1, 2024 /PRNewswire/ -- Ashford Inc. (NYSE:AINC) ("Ashford" or the "Company") today announced that a Special Committee of independent and disinterested directors has recommended, and its Board of Directors has approved, a plan to terminate the registration of the Company's common stock under the federal securities laws following the completion of a proposed reverse stock split transaction (the "Reverse Stock Split") immediately followed by a forward stock split transaction and to delist its shares of common stock from trading on the NYSE American LLC (the "NYSE American") (the "Proposed Transaction"). It is expected that this plan would be initiated in the summer of 2024, subject to Ashford's stockholders approving the Proposed Transaction at a Special Meeting of Stockholders to be held for that purpose, as described below. Ashford is taking these steps to avoid the substantial cost and expense of being a public reporting company and to focus the Company's resources on enhancing long-term stockholder value. The Company anticipates savings exceeding $2,500,000 on an annual basis as a result of the Proposed Transaction. The proposed reverse stock split is a 1-for-10,000 split, in which holders of less than 10,000 shares of the Company's common stock in any one account immediately prior to the reverse stock split would be cashed out at a price of $5.00 per each pre reverse stock split share. Such price represents a 125.2% premium above the common stock's closing price on April 1, 2024 and is supported by a fairness opinion provided by Oppenheimer and Co. Inc. ("Oppenheimer"), whom the Special Committee engaged for such purpose. Stockholders owning 10,000 or more shares of the Company's common stock in any one account immediately prior to the reverse stock split would not have any shares cashed out and would remain stockholders in Ashford, which would no longer be encumbered by the expenses and distraction of being a public reporting company. The number of shares they would own following the Proposed Transaction would be unchanged, as immediately after the reverse stock split, a forward split of 10,000-for-1 would be applied to the continuing stockholders, negating any effects to the number of shares held by them. Ashford estimates that approximately 1.1 million shares (representing approximately 31% of the shares of common stock currently outstanding) would be cashed out in the Proposed Transaction and the aggregate cost to the Company of the Proposed Transaction would be approximately $5.5 million, plus transaction expenses, which are estimated to be approximately $6.7 million. Ashford intends to fund such costs using cash-on-hand. Ashford's Special Committee and its Board of Directors have determined that the costs of being a U.S. Securities and Exchange Commission ("SEC") reporting company outweigh the benefits and, thus, it is no longer in the best interests of the Company and its stockholders, including its unaffiliated stockholders (consisting of stockholders other than executive officers, directors and stockholders who own more than 10% of the Company's outstanding common stock) for Ashford to remain an SEC reporting company. Without its public company status, Ashford would have an ongoing cost structure befitting its current and foreseeable scale of operations, and its management would be able to focus on long-term growth without an undue emphasis on short-term financial results. The purpose of the reverse stock split is to (i) help Ashford reduce and maintain below 300 record holders of its common stock, which is the level at which SEC public reporting obligations are required, (ii) offer liquidity to smaller stockholders at $5.00 per share without a brokerage commission, and (iii) provide all stockholders the opportunity to vote on this matter. Among the factors considered by Ashford's Board of Directors were: the significant ongoing costs and management time and effort involved in the Company remaining a public company, including the preparation and filing of periodic and other reports with the SEC and compliance with Sarbanes-Oxley Act and other applicable requirements; the limited trading volume and liquidity of the Company's common stock; the business and operations of the Company are expected to continue substantially as presently conducted, except ...