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Ladish Announces Shareholder Rights Agreement
Thursday, October 15, 2009 4:51 PM


(Source: MARKETWIRE)trackingThe board of directors of Ladish Co., Inc. (NASDAQ: LDSH) has adopted a shareholder rights agreement. The agreement is intended to protect the Company and its shareholders from potentially coercive takeover practices or takeover bids that are inconsistent with the interests of the Company and its shareholders. The agreement is not intended to deter offers that are fully-priced, fair and otherwise in the best interest of the Company's shareholders.

Under the renewed rights agreement, each holder of the common stock of the Company as of 5:00 p.m. Central Time on October 20, 2009, will receive a dividend of one right for each share of common stock held entitling the holder to purchase from the Company one share of the Company's common stock. Initially, the rights will be represented by the common stock certificates of the Company and will not be exercisable or traded separately from the common stock of the Company. In the absence of further board action, the rights will generally become exercisable (i) 10 days after a public announcement that a person or group beneficially owns 15 percent or more of the outstanding common stock of the Company, or (ii) 10 business days after a person or group announces or commences a tender or exchange offer that would result in the person or group beneficially owning 15 percent or more of the outstanding common stock of the Company (in either case, such person or group is generally deemed to be an "Acquiring Person"). Rights held by those that exceed the 15 percent threshold will be void.

In the event that any person or group becomes an Acquiring Person and the rights are exercisable, each holder of a right (other than holders of rights that have become void) will have the right to receive upon exercise of the right, a number of shares of common stock of the Company having a market value of two times the exercise price of the right.

If, after a person or group becomes an Acquiring Person and while the rights are exercisable, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation or in which shares of the common stock are exchanged for stock or other securities or property, or (ii) 50 percent or more of the Company's assets or earning power is sold or transferred, each holder of a right (other than holders of rights that have become void) shall thereafter have the right to receive, upon exercise of the right, common stock of the acquiring company having a value equal to two times the purchase price of the right.

The rights agreement also includes an exchange option.



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