Core Viewpoint - Fortrea has adopted a limited-duration stockholder rights plan to protect the long-term value for all stockholders and ensure fair treatment in potential takeover situations [1][2][3] Summary by Sections Rights Plan Purpose - The Rights Plan aims to enable stockholders to realize long-term investment value and ensure fair treatment during any proposed takeover [2] - It is designed to prevent tactics that could allow control of the Company without appropriate compensation to all stockholders [2] - The plan was initiated in response to significant dislocation in the trading price of the Company's stock and interest from third parties to capitalize on this dislocation [2] Rights Plan Details - The Rights Plan applies equally to all current and future stockholders and does not deter offers or preclude the Board from considering beneficial transactions [3] - Fortrea will issue one right for each share of common stock as of June 23, 2025, with rights becoming exercisable if any person acquires 10% or more of the outstanding common stock [4] - If exercisable, rights holders (excluding the triggering person) can acquire shares at a 50% discount or exchange rights for one share of common stock [4] - The Board can redeem the rights at $0.001 per right, and the plan does not limit future Boards' ability to redeem the rights [4] Company Overview - Fortrea is a leading global provider of clinical development solutions to the life sciences industry, partnering with biopharmaceutical, biotechnology, medical device, and diagnostic companies [6] - The Company offers phase I-IV clinical trial management, clinical pharmacology, and consulting services, leveraging over 30 years of experience across more than 20 therapeutic areas [6]
Fortrea Adopts Limited-Duration Stockholder Rights Plan