Stockholder rights plan

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Fortrea Adopts Limited-Duration Stockholder Rights Plan
Globenewswire· 2025-06-12 12:36
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]
Turtle Beach Corporation Adopts Limited Duration Stockholder Rights Plan
Globenewswire· 2025-06-09 13:00
Core Viewpoint - Turtle Beach Corporation has adopted a limited duration stockholder rights plan to protect stockholders and enhance the value of their investments [1][2][4] Summary by Sections Rights Plan Adoption - The Board of Directors has approved a stockholder rights plan, declaring a dividend distribution of one right for each outstanding share of common stock, with a record date of June 23, 2025 [1][2] - The Rights Plan is designed to allow stockholders to realize the full potential value of their investments and to protect against actions deemed not in the best interests of the Company [2][4] Rights Plan Mechanism - The Rights become exercisable if a person or group acquires 10% or more of the Company's common stock without Board approval, allowing existing Right holders to purchase shares at a value of twice the exercise price [3] - In the event of a merger after such an acquisition, Right holders can purchase shares of the acquiring company at a similar valuation [3] Special Meeting Clause - The Rights Plan includes a clause allowing stockholders to call a special meeting to exempt a pending offer that meets specific criteria [4] - The plan is not a response to any specific takeover bid and does not aim to deter fair offers [4] Existing Stockholders - Current stockholders owning 10% or more of the Company's stock will not face penalties under the Rights Plan as long as they do not acquire additional shares cumulatively [5] Additional Information - Further details regarding the Rights Plan will be filed with the U.S. Securities and Exchange Commission and will be available on the Company's corporate website [6]
Eagle Pharmaceuticals Announces Amendment to Limited Duration Stockholder Rights Plan
Globenewswire· 2025-03-21 20:30
Core Viewpoint - Eagle Pharmaceuticals, Inc. has amended its limited duration stockholder rights plan to increase the initial purchase price of each preferred share purchase right from $10.00 to $20.00, effective immediately, in response to significant dislocation in the trading price of its common stock [1][2]. Group 1: Rights Plan Details - The Rights Plan is designed to penalize any person or group acquiring 10% or more of the company's common stock without Board approval, with a higher threshold of 15% for passive institutional investors [2]. - The amendment increases the potential dilution an Acquiring Person would face if the Rights Plan is triggered, thereby protecting stockholders' long-term investment value [2]. - The Rights Plan will automatically expire on October 30, 2025, unless earlier redeemed or exchanged by the company [3]. Group 2: Company Overview - Eagle Pharmaceuticals is a fully integrated pharmaceutical company with expertise in research and development, clinical, manufacturing, and commercial operations [4]. - The company is focused on developing innovative medicines, particularly in oncology and critical care, with products like PEMFEXY®, RYANODEX®, and others in its pipeline [4].
ACELYRIN Adopts Limited-Duration Stockholder Rights Plan
Newsfilter· 2025-03-13 11:00
Core Points - ACELYRIN, INC. has adopted a limited-duration stockholder rights plan in response to Tang Capital Partners accumulating 8.8% of its outstanding common stock [1][3] - The rights plan aims to maximize stockholder value and is effective immediately, expiring on March 12, 2026 [2][4] Rights Plan Details - Each share of common stock will receive one right, which will become exercisable if any person acquires 10% or more of the company's outstanding common stock [3] - Holders of rights (excluding the acquiring person) can purchase additional shares at a price equal to twice the exercise price [3] - Current owners exceeding the Triggering Percentage can retain their shares but cannot acquire more without triggering the rights plan [3] Company Overview - ACELYRIN focuses on developing transformative medicines in immunology, with its lead program being lonigutamab, a monoclonal antibody for thyroid eye disease [5]