Alliance Semiconductor Corp. (ALSC: OTC Pink Limited) | Alliance Semiconductor Corporation Adopts Stockholder Rights Plan to Protect Net Operating Loss Carryforward Assets


Alliance Semiconductor Corporation Adopts Stockholder Rights Plan to Protect Net Operating Loss Carryforward Assets

Sep 27, 2013

OTC Disclosure News Service

Palo Alto, CA




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Alliance Semiconductor Corporation
announced today that its Board of Directors has adopted a Section 382 Rights
Agreement (the ?Rights Plan?) designed to preserve its tax assets associated
with net operating loss carryforwards (?NOLs?) under Section 382 of the
Internal Revenue Code.

Pursuant to U.S. federal income
tax rules, the Company?s use of certain tax assets could be substantially
limited if the Company experiences an ?ownership change? (as defined in
Section 382 of the Internal Revenue Code). 
In general, an ownership change occurs if there is a cumulative change
in the Company?s ownership by ?5 percent shareholders? that increases by more
than 50 percent over the lowest percentage owned by such shareholders at any
time during the prior three years on a rolling basis.  The Company noted that the Rights Plan is
designed to serve the interests of all shareholders by helping to protect the
Company?s ability to use its deferred tax assets to offset future tax
liabilities and is similar to plans adopted by many other public companies with
significant tax attributes.

In connection with the adoption of
the Rights Plan, the Board of Directors has declared a non-taxable dividend of
one preferred share purchase right (a ?Right?) for each outstanding share of
common stock to the Company?s shareholders of record as of the close of business
on October 7, 2013.  After the Rights
Plan takes effect, any person or group that acquires beneficial ownership of
4.95% or more of the Company?s common stock without Board approval would be
subject to significant dilution in the ownership interest of that person or
group.  Shareholders who currently own
4.95% or more of the outstanding shares of the Company?s common stock will not
trigger the preferred share purchase rights unless they acquire additional

The Rights will expire on the
earliest of (i) the close of business on September 27, 2016 (unless that date
is advanced or extended by the Board), (ii) the time at which the Rights
are redeemed or exchanged under the Rights Plan, or (iii) the repeal of
Section 382 or any successor statute and the Board?s determination that
the Rights Plan is no longer necessary for the preservation of the Company?s

The issuance of the Rights will
not affect the Company?s reported earnings per share, nor is it taxable to the Company
or its shareholders.

The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.

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