Eden Bioscience Corporation announced that its board of directors determined, in its best business judgment after consideration of available strategic options, that it is in the best interests of the company and its shareholders to liquidate the company's assets and to dissolve the company. The company's board of directors approved a plan of dissolution and liquidation of the company (the 'Plan'), subject to shareholder approval. The company intends to hold a special meeting of shareholders to seek approval of the Plan and will file related proxy materials with the Securities and Exchange Commission in the near future.
The Plan contemplates an orderly wind down of the company's business and operations. If the company's shareholders approve the Plan, the company intends to file articles of dissolution, sell or otherwise dispose of its non-cash assets, satisfy or settle its remaining liabilities and obligations, including contingent liabilities and claims, and make one or more distributions to its shareholders of cash available for distribution, subject to applicable legal requirements. Following shareholder approval of the Plan and the filing of articles of dissolution, the company would delist its common stock from NASDAQ.
In February 2007, the company completed the sale of its proprietary harpin protein technology and substantially all of the assets related to its worldwide agricultural and horticultural markets to Plant Health Care, Inc. Since that sale, the company's business strategy has been to use any revenue generated by its home and garden business to support the company's continued operations while it explored whether there may be opportunities to realize potential value from the company's remaining business assets, primarily its tax loss carryforwards. Despite its significant efforts, the company has been unable to identify an acceptable transaction that would enable it to implement this utilization strategy. At the same time, the company has continued to incur net losses in its home and garden business. Given these and other circumstances, the company's Board of Directors, after careful evaluation of strategic alternatives available with respect to the company's future operations, concluded that the distribution of the company's assets in liquidation was in the best interests of the company and its shareholders when compared to other alternatives.