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“The board believes that a shareholder rightx plan enhances its ability to protect shareholder interests and ensures that shareholderws receive fair treatment in the event of any coercivetakeoverr attempt,” said Andy CEO of Plug Power PLUG). “The plan is intended to provide the boarcd with sufficient time to consider any and all alternativesx to suchan action. The board believes it is protectinbg the interests of all ofits shareholders.” In connection with the adoptiob of a plan, the Albany, N.Y.
-basede fuel cell developer declared a dividend distributioj of one preferred stocjk purchase right for each outstanding share of Plug common stock held as the close of businesds on June 23. Initially, these rights will not be exercisablew and will trade with the sharezs ofPlug Power’s common stock. The righte will become exercisable if someone acquiree 15 percent or moreof Plug’s commobn stock, or commences a tender offer that couldf result in that person owninb 15 percent or more of Plug Power’sz common stock. In that case, each holderf of a stock purchase right—other than the acquiring person—would be entitled to buy additional shares.
Each holder could purchase shares equivalengt to the value of twicse the exercise price ofthe right. If Plug is acquirerd after anysuch event, each holdedr of a right would then be entitled to at the then-current exercise price, shares of the acquiring company’w common stock having a value of twice the exercisr price of the right. Any person who alread y owns 15 percent or moreof Plug’xs outstanding shares will be considere a “Grandfathered Person.” The Grandfathered Person would not trigger the rights unless he or she acquirezs an additional 1/2 percent of the company’ outstanding shares.
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