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Dissolution Q&A Print E-mail

Shareholder FAQs Regarding Eden Bioscience Corporation's
Dissolution and Liquidation

Q: Who approved the Company's dissolution and liquidation?

A: The Company's board of directors adopted and approved the Company's plan of complete dissolution and liquidation on December 4, 2008, subject to shareholder approval. The Company's shareholders approved the plan of complete dissolution and liquidation at a special meeting of shareholders on May 20, 2009. A copy of the plan of complete dissolution and liquidation was filed as Annex A to the Company's proxy statement on Schedule 14A filed with the SEC on April 1, 2009.

Q: When was the dissolution effective?

A: The Company's dissolution became effective at 5:00 p.m., Pacific Time, on June 29, 2009. The Company published notice of its dissolution as required by Washington law in The Seattle Times on June 30, 2009, July 7, 2009 and July 14, 2009.

Q: Can the Company still conduct its business?

A: No. As a dissolved corporation, the Company's corporate existence continues, but it cannot conduct any business except that appropriate to wind up and liquidate its business and affairs. These activities include collecting and disposing of its non-cash assets, satisfying its liabilities and, subject to legal requirements, distributing any remaining property among its shareholders.

Q: Can I still buy product from the Company?

A: No. The Company ceased selling product on May 20, 2009.

Q: What if I have an unpaid claim against the Company?

A: If you have a claim against the Company, you most likely will receive a written notice from the Company containing instructions on how to assert a claim against the Company and the statutory deadline for doing so. In addition, the notice of dissolution published in The Seattle Times contains information on how to assert a claim against the Company. However, any claim may be rejected by the Company, in which case the claimant will have a limited period of 90 days from the effective date of the rejection notice in which to commence a proceeding to enforce the claim.

Q: Is the Company still subject to SEC public company reporting requirements?

A: No. The Company's SEC reporting obligations were terminated on July 10, 2009.

Q: Can shareholders still sell or transfer their shares of Company common stock?

A: No. The Company's shares of common stock were removed from trading on NASDAQ and the Company closed its stock transfer books and discontinued recording transfers of shares on June 29, 2009. Certificates representing shares of Company common stock are no longer assignable or transferable, except by will, intestate succession or operation of law. As of the effective date of the dissolution, shareholders do not have any rights in respect of their shares of Company common stock, except the right to receive distributions pursuant to the plan of complete dissolution and liquidation.

Q: Who is entitled to receive liquidating distributions?

A: Provided that, in the opinion of the Company's board of directors, reasonable provision has been made for the payment, satisfaction and discharge of all known, conditional, unmatured or contingent debts, obligations and liabilities of the Company, liquidating distributions are expected to be made from time to time to the holders of record of the Company's common stock at the close of business on June 29, 2009. Such distributions will be made pro rata among the shareholders of record in accordance with their interests.

Q: How much will shareholders receive in liquidating distributions?

A: The actual amount that will be paid to shareholders will depend on the costs associated with the dissolution and liquidation, resolution of claims and suits and satisfaction of other liabilities, including payment of final closeout and dissolution expenses and the establishment of adequate reserves reasonably calculated to provide for satisfaction of current, contingent or conditional liabilities. The Company will continue to incur claims, liabilities and expenses (such as salaries and benefits, directors’ and officers’ insurance, payroll and local taxes, facilities expenses, legal, accounting and consulting fees and miscellaneous office expenses) for three years after the dissolution's effective date. Satisfaction of these liabilities and expenses will reduce the amount of assets available for ultimate distribution to shareholders.

Q: When will shareholders receive liquidating distributions?

A: On August, 10, 2009, the Company's disbursing agent, BNY Mellon Shareholder Services ("Disbursing Agent"), mailed to shareholders of record on June 29th, 2009 a letter to shareholders and a stock transmittal form (the "Transmittal Form") in connection with an initial liquidating distribution of $1.00 per share.

On March 30, 2010, the Company instructed the Disbursing Agent to commence the process for making a second liquidating distribution of $0.35 per share.

The Company currently expects to make one or more additional distributions in the future; however the timing and amount of such distribution(s) is not yet known.

Q: Do shareholders need to provide any information to the Company to obtain liquidation distributions?

A: As a condition to delivery of any liquidating distribution to shareholders, the Company's shareholders must either (i) surrender their certificates evidencing their shares of common stock or (ii) furnish the Disbursing Agent with evidence satisfactory to the Disbursing Agent of the loss, theft or destruction of such certificates, together with such surety bond or other security or indemnity as may be required by and satisfactory to the Disbursing Agent. Shareholders will also be required to complete, execute and return to the Disbursing Agent a Transmittal Form.

Q: How do shareholders send in their stock certificates?

A: In August 2009, the Disbursing Agent sent shareholders written instructions regarding the surrender of their stock certificates. Any liquidating distributions otherwise payable by the Disbursing Agent to shareholders who have not surrendered their stock certificates may be held in trust for such shareholders, without interest, pending the surrender of their stock certificates (subject to escheat pursuant to the laws relating to unclaimed property).

Q: Who should shareholders contact with questions?

A: If you have questions about the mechanics for exchanging your stock certificates for liquidating distributions, you should contact BNY Mellon Shareowner Services toll-free at (800) 777-3674.

 
 
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