ARCADIS (NASDAQ: ARCAF; EURONEXT: ARCAD), the international consulting and engineering company, announced on May 16th, that it intends to voluntarily delist its common stock from the NASDAQ Global Select Market.
ARCADIS intends to file a Form 25 with the Securities and Exchange Commission (SEC) on or about May 28, 2007 and expects that its listing on NASDAQ will automatically be terminated on or about June 7, 2007. The Company will continue to be listed on the Euronext stock exchange. The decision to delist is based on the low trading volume of ARCADIS shares on NASDAQ and the fact that the costs associated with a NASDAQ listing and the reporting requirements of the SEC outweigh the benefits of such a listing.
Subject to rules and requirements of the SEC, the Company also plans to terminate the registration of its common shares with the SEC 12 months after the delisting becomes effective, by filing a Form 15F with the SEC on or about June 7, 2008. The deregistration is expected to be effective 90 days after the filing. The obligation to file reports with the SEC is suspended immediately upon filing. The Company estimates the annual savings associated with delisting and deregistration to be approximately EUR 2 million from 2008 onward.
A notification will be sent to holders of ARCADIS' New York registry shares providing notice of the intended delisting. Holders are entitled to exchange their New York registry shares through Bank of New York for Euronext quoted shares, for which ARCADIS will cover fees and expenses for a period of 6 months following delisting. Shareholders who have not yet traded in shares listed on Euronext are advised to contact their broker for more details. Alternatively, holders can elect to sell their New York registry shares over the NASDAQ prior to delisting. Meanwhile, the Company's New York registry share program will be modified to reflect the delisting and allow for trading in the over-the-counter market. The
dividend record and payment dates remain unchanged on May 22, 2007 and May 30, 2007, respectively. For further information please refer to the Investor section of the ARCADIS website http://www.arcadis-global.com.
ARCADIS is SOX Compliant
On May 15, 2007, ARCADIS received the attestation report of its
independent registered public accounting firm, confirming that ARCADIS, as
of December 31, 2006, is compliant with the requirements of section 404 of
the Sarbanes Oxley Act. The annual report on Form 20-F for the year 2006
will be filed with the U.S. Securities and Exchange Commission on May 16,
2007. This demonstrates that ARCADIS has internal controls in place
throughout its global organization that meet the world's highest standards.
After delisting and deregistering in the United States, ARCADIS will
continue to provide a high standard of corporate governance, information
and disclosure for all investors.
ARCADIS CEO Harrie Noy stated: "We got our NASDAQ listing in 1993
through the merger with Geraghty & Miller, even before we became listed at
Euronext in Amsterdam. That enhanced our profile and visibility in the U.S.
However, the benefits of a U.S. listing no longer justify the costs and
complexity. And because shareholders can just as well invest through
Euronext, we believe it is time to delist from NASDAQ. We remain fully
committed to grow our U.S. operations as a key part of our business.
Likewise, we remain fully committed to our U.S. investors as an important
part of our global investor base." -ARCADIS NV
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