XigniteSplitOff Solution

Corporate Split-Off Overview

A corporate split-off is a type of corporate reorganization whereby a parent will split-off its interest in a subsidiary by offering its existing shareholders stock in the subsidiary in exchange for the parent's stock. Corporate split-offs are becoming increasingly popular today due to the tax advantages they provide over straight sales. Split-offs are complex transactions because the exchange of shares involves a specially calculated exchange ratio and hard to find VWAP (Volume Weighted Average Price) data. Such transactions pose additional challenges when the parents or subsidiaries are publicly traded companies. In such instances, the transactions are subject to intense scrutiny by the Securities and Exchange Commission (SEC) and must be executed flawlessly.

Corporate Split-Off Communication

Corporations undertaking a split-off will need to meet the regulatory requirements to inform all their investors of the final terms of the exchange offers. The regulator is especially concerned with providing individual investors equivalent disclosure as those enjoyed by institutional investors. In the Internet age, the most effective way to communicate that information is by posting the final terms of the offers on a widely publicized web site. To help corporations that are facing these challenges, Xignite provides a proven and comprehensive solution: XigniteSplitoff Solution.

XigniteSplitOff Solution

This solution lets you deliver a web site to investors quickly and painlessly. The solution includes:

• A customized and hosted web site providing complete information on the terms of the split-off.
• Flexible exchange offer and valuation periods for the purpose of calculating the exchange ratio.
• Customized calculation of the indicative exchange ratios using our accurate daily VWAP (Volume Weighted Average Price) data.
• Automated calculation of the final exchange ratio and display of the final offer terms instantaneously upon the offer expiration.
• Archival of the web site information for easy compliance with SEC regulations.
• Comprehensive monitoring, tracking, and reporting of the site activity.

Here are screenshots of the custom websites that XigniteSplitOff launched to support the split-off transactions for McDonald's and Halliburton. Click on the thumbnails to view the full-size webpages.

McDonald's (NYSE:MCD) split-off its subsidiary, Chipotle Mexican Grill (NYSE:CMG), in a $780 millon exchange offer.		Halliburton (NYSE:HAL) split-off its subsidiary, KBR, in an exchange offer valued at over $2.7 billion.

Benefits

XigniteSplitOff Solution package provides a fast, simple, regulatory compliant and cost-effective way to disseminate the final split-off transaction terms in a timely manner to the vast investor community. With this solution package, you can:

• Meet your tight business deadlines as the solution can be up and running in a few days.
• Eliminate the efforts to set up a web site and bring your staff up to speed on the domain knowledge of split-offs and VWAP calculations.
• Eliminate the need to negotiate complex data licensing agreements with stock exchanges to publish stock prices on the Internet.
• Reduce dramatically the number of inquiries to your investor relations hotline.
• Satisfy SEC requirements by providing both individual and institutional investors equal access to the final exchange offer terms posted on the web site.
• Provide full disclosure of price and exchange ratio calculations on the web site to avoid criticism from SEC of price manipulation to favor certain investors.

Please contact sales@xignite.com for further information and pricing of XigniteSplitOff Solution.