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Artisoft Announces Shareholder Rights Plan to Protect Shareholders' Interests

Strategic Insights

— 1 min read

Artisoft, Inc. has recently announced the adoption of a shareholder rights plan, aimed at protecting and maximizing the value of shareholders' interests in the company. According to William C. Keiper, President and CEO, the plan is designed to encourage any entity seeking to acquire the company to negotiate with the Board of Directors prior to attempting any takeover. The plan will not prevent a fair takeover, but rather ensure that all shareholders receive equal treatment. The rights plan is not in response to any known specific takeover proposal, and the company is not aware of any current efforts to acquire Artisoft or its shares.

Key Takeaways:

  • Artisoft has adopted a shareholder rights plan to protect and maximize the value of shareholders' interests.
  • The plan is designed to encourage entities seeking to acquire the company to negotiate with the Board of Directors prior to a takeover.
  • The rights plan will become exercisable and transferable apart from common stock after a person or group acquires 15% or more of the company's outstanding common stock or within 10 days of commencing a public tender or exchange offer for 15% or more of the outstanding common stock.
  • Upon the occurrence of either event, each Right will entitle the holder to purchase shares of the common stock of the Company at a 50% discount from market value.
  • The Rights are generally redeemable by the Company at $0.001 per Right prior to their becoming exercisable.
  • Details of the shareholder rights plan will be included in a filing with the Securities and Exchange Commission.
  • A summary outlining the plan will be mailed to all shareholders in the near future.

Statistics:

  • The Rights will be distributed as a dividend at the rate of one Right for each share of common stock outstanding as of the close of business on Dec. 27, 1994.
  • The Rights will have a term of 10 years, expiring on Dec. 26, 2004.
  • The Rights will become exercisable and transferable apart from common stock after a person or group acquires 15% or more of the company's outstanding common stock.

Sources:

  • Artisoft, Inc. news release, Dec. 7, 1994.

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