³Ô¹Ï51±¬ÁÏÍø Holdings Adopts Limited Duration Shareholder Rights Plan
³Ô¹Ï51±¬ÁÏÍø remains committed to engaging in constructive dialogue with its shareholders. The Rights Plan is similar to plans adopted by other publicly traded companies and is intended to protect the long-term interests of ³Ô¹Ï51±¬ÁÏÍø shareholders and to enable them to realize the full potential value of their investment. The Rights Plan will reduce the likelihood that any entity, person or group gains control of ³Ô¹Ï51±¬ÁÏÍø through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of the Company and all of its shareholders.
Under the Rights Plan, the rights will be exercisable if an entity, person or group acquires beneficial ownership of 10% or more of ³Ô¹Ï51±¬ÁÏÍø's outstanding common stock (directly or indirectly through derivative instruments). If a shareholder's beneficial ownership of ³Ô¹Ï51±¬ÁÏÍø's common shares as of the effective date of the Rights Plan and associated dividend declaration is at or above 10%, that shareholder's existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after this announcement the shareholder increases its ownership percentage by 0.5% or more.
In the event that the rights become exercisable due to the ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase at the exercise price, common stock having a market value equal to twice the exercise price.
Pursuant to the Rights Plan, ³Ô¹Ï51±¬ÁÏÍø will issue one right for each outstanding share of ³Ô¹Ï51±¬ÁÏÍø common stock to shareholders of record on the close of business on
The Rights Plan is effective immediately and will expire on
Additional information regarding the Rights Plan will be contained in a Form 8-K filed by the Company with the
Evercore is serving as ³Ô¹Ï51±¬ÁÏÍø's financial advisor and
Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors. Important factors that could cause the statements made in this press release to differ are discussed under the caption "Forward Looking Statements" in the Company's Form 10-K Annual Report for the year ended
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212-355-4449
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