(Source: Business Wire)

Porta Systems Corp. (OTCBB: PORT) today announced that the board of
directors and the holder of 70% of its common stock have approved a
one-for-500 reverse split of the common stock. As part of the reverse
split, Porta Systems will pay cash for fractional shares. As result,
Porta Systems will have fewer than 300 record owners of its common stock
and will, as soon as practical after the effectiveness of the reverse
split, terminate its registration under the Securities Exchange Act of
1934. The board of Porta Systems believes that the reverse split is
necessary, among other reasons, in order to enable Porta Systems to
reduce the significant legal, accounting and other expenses resulting
from its status as a public corporation, as well as the significant
expenses associated with complying with the Sarbanes-Oxley Act. Further,
over the past few months there has been virtually no trading in the
company's stock, and when traded, it has traded at a very low price.
The reverse split will become effective approximately 20 days after an
information statement describing the reverse split is mailed to
stockholders. Porta Systems plans to file the information statement with
the Securities and Exchange Commission by October 7, 2009. Stockholder
approval was given by the written consent of Gates Systems Holding LTD,
a wholly-owned subsidiary of Cheyne Special Situations Fund, L.P., which
is the holder of Porta Systems' senior debt.
Porta Systems will pay cash for fractional shares based on the fair
value of the common stock, which was determined by the board of
directors to be $48.25 per share after giving effect to the reverse
split. This value was based on the average of the daily closing bid and
asked prices for the common stock for the month of September 2009, which
was $0.0965, multiplied by 500.
Upon the filing of the notice of termination of registration under the
Securities Exchange Act, Porta Systems will no longer be subject to the
reporting obligations under the Securities Exchange Act, and its common
stock will no longer be traded on the OTC Bulletin Board. Once Porta
Systems is no longer a reporting company, any trading of its common
stock would be on the pink sheets.
The stockholder also approved the reelection of Porta Systems' current
board of directors, the adoption of a long-term incentive plan, the
selection of BDO Seidman, LLP as Porta Systems' independent registered
accounting firm for the year ending December 31, 2009 and a reduction of
the authorized capital stock.
About Porta Systems Corp.
Porta Systems Corp. designs, manufactures, markets and supports
communication equipment used in telecommunications, video and data
networks worldwide.
Forward-Looking Statements
Statements in this press release may be "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995. These statements are based on current expectations, estimates and
projections about the Company's business based, in part, on assumptions
made by management. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may, and
probably will, differ materially from what is expressed or forecasted in
such forward-looking statements due to numerous factors, including those
described above and those risks discussed from time to time in the
Company's filings with the Securities and Exchange Commission filings,
including the Risk Factors included in the Form 10-K for the year ended
December 31, 2008 and the Management's Discussion and Analysis of
Financial Conditions and Results of Operations in the Form 10-K for the
year ended December 31, 2008 and the Form 10-Q for the quarter ended
June 30, 2009. In addition, general industry and market conditions and
growth rates, and general economic conditions could affect such
statements. Any forward-looking statements speak only as of the date on
which they are made, and the Company does not undertake any obligation
to update any forward-looking statement to reflect events or
circumstances after the date of this release.
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