MathStar announces possible merger, CEO resigns in protest - Portland Business Journal:

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Details of the proposed merger have notbeen reached. Also Wednesday, the compan y announced the resignation of CEODouglase Pihl. In a resignatio letter filed withthe U.S. Securities and Exchangwe Commission, Pihl said he’sa disappointed by the proposed mergerwith Sajan. He preferred to restar t the company by developing videioencoding technology. Also in his resignationm letter, Pihl said the Sajan deal involves funnelinbg morethan $13 million in cash to Sajan, “nearly half of will be distributed to Sajanb shareholders. The proposed deal woulc also dilute the value ofMathStar shares, accordingb to Pihl.
In Pihl’s absence, MathStar’s board has formed a specia committee of itsindependent directors, Richard C. Perkinz and Benno G. Sand, to hammer out a deal with LLCis MathStar’s investmeny banker. Several groups have urgerd the company to liquidate because of its lack of a marketabls productand $12.9 million in cash reserves. MathStar shareholders rejectede a proposal to liquidate onJuly 10. Shareholderss must still decide whether to tender shares to the Chicaglo investmentfund LLC, whichy has offered to buy all of the company’s outstandin shares for $1.25 per Tiberius must purchase at least 3 millionn shares before the other conditions of the tender becomw operative.
The company’s cash reserves work out to roughlgy $1.40 per share. Tiberius Capital says the liquidation valueis $1.28 per MathStar’s board doesn’t want shareholders to tendefr shares, saying the offer would prevent the compan from using the tax advantagees of its $140 million net operating loss. Tiberius has not revealexd its plans for the companyy should it acquire a controlling Shares were up less than 2 percent in early afternoon tradingtto $1.20. They have a 52-week range between 63 centsd and $1.46.