BRYAN, OH,March 5, 2021 – In a Special Shareholder Meeting on March 1, 2021 (the “Special Meeting”), Shareholders of
The Ohio Art Company, in attendance, voted unanimously to approve a Reverse Stock split. The Ohio Art Company
announced today that as of 12:01 am Eastern Time the Company completed a 1-for-2,300 reverse stock split of its common
stock.
- Each holder of less than 2,300 shares immediately before the reverse stock split will receive the Cash Out Price
for each share held immediately before the reverse stock split and will no longer be a shareholder of the Company. Each
Cashed Out Holder shall be entitled to receive the amount of $10.05 in cash (the “Cash Payment”) for each common share
held immediately prior to the Effective Time; and - Each holder of 2,300 or more Company shares immediately prior to the reverse stock split will be entitled to receive
one share of Company stock for each 2,300 shares of Company stock held immediately before the reverse stock split along
with a fractional share interest for any remainder. Fractional share interests held by holders of more than 2,300 shares on the
Effective Date will not be purchased by the Company and holders of 2,300 or more shares will not be entitled to receive any
cash payment from the Company.
The Company anticipates that the Exchange Agent for the reverse stock split will begin to distribute transmittal documentation
as early as next week to all Cashed Out Holders, including both those who hold their shares directly, as well as those who hold
their beneficial ownership through brokerage accounts or bank trust or IRA accounts (the “street holders”).
The information statement provided to shareholders in advance of the Special Meeting stated that street holders with holdings
above the reverse split cutoff who had not consented to being identified on the NOBO List were required to take additional
action to verify their qualifying ownership in order to avoid being cashed out. The information statement granted those holders
a period of 30 days from the date of the Special Meeting to direct their bank or broker to certify the existence of an account
in their name that held 2,300 or more Company shares as of the effective time of the reverse stock split.
In the interim, however, it has come to the Company’s attention that such 30 day period is no longer necessary because all
applicable banks and brokers have been directed by the Exchange Agent to make the determination of which accounts are
above and below the reverse split cutoff regardless of the account holder’s status as a non-objecting beneficial owner. Street
holders should contact their bank or broker if they have any questions regarding the status of their particular account or
accounts.
For additional information please contact:
Thonda G. James
CFO
The Ohio Art Company
jamest@ohioart.com