Bruce:
Please story and press release below and let me know what you think they mean (hidden messages, ramifications, ...).
Dow Jones News Service -- August 21, 1996
Spine-Tech Adopts Shareholder Rights Plan With 20% Trigger
MINNEAPOLIS (Dow Jones)--Spine-Tech Inc. (SPYN) adopted a shareholder rights plan allowing it to dilute the holdings
of anyone who takes a 20% stake in the maker of surgical implants and instruments.
In a press release, the company said the move isn't a response to an effort to take over the company. Rights will be
distributed to shareholders of record Sept. 10.
Spine-Tech, Inc., Adopts Share Rights Plan
MINNEAPOLIS, Aug. 21 /PRNewswire/ -- The Board of Directors of Spine-Tech, Inc. (Nasdaq: SPYN), today approved a
share rights plan designed to enable the Board to protect the company's shareholders from certain unsolicited inequitable
attempts to acquire the company which would deny shareholders the long-term value of their investment.
David W. Stassen, Chief Executive Officer and President, emphasized that the company has no knowledge that anyone is
considering a takeover of the company. He said that the Board nevertheless believes the plan is a prudent step. "The
shareholder rights plan is intended to increase the likelihood that the company's shareholders will realize the long-term value
of their investment in the company," Stassen said.
Under the plan:
-- The company will distribute as a dividend one right for each share of the company's common stock outstanding at the
close of business on September 10, 1996. Each right will entitle its holder to buy one one-hundredth of a share of a new
series of junior participating preferred stock at an exercise price of $150 subject to adjustment. The rights expire on
September 10, 2006 (subject to extension) unless they are redeemed or exchanged prior to that date.
-- The rights are exercisable only if a person or group acquires beneficial ownership of 20 percent or more of the company's
outstanding common stock or announces a tender or exchange offer which, if completed, would result in that person or
group beneficially owning 20 percent or more of the company's outstanding common stock.
-- The company will be entitled to redeem the rights at $.01 per right, subject to adjustment, at any time prior to an
acquisition by a person or group of 20 percent or more of the company's outstanding common stock and unless there has
been a change in control of the company's Board during the 20-day period thereafter (subject to possible extension).
-- Following expiration of the redemption period, each right except those held by a 20 percent shareholder or its affiliates or
associates, which become void would become exercisable for the company's common stock having a market value equal to
twice the right's exercise price (subject to possible adjustments) if a person or group has acquired beneficial ownership of 20
percent or more of the company's outstanding common stock.
-- If the company is acquired in certain mergers or similar transactions after or within 15 days before the rights become
exercisable, each right that has not become void would become exercisable for common stock of the acquiring company, or
its affiliate, having a market value of twice the right's exercise price.
The last two provisions would not apply to certain tender or exchange offers which are approved by the Board of Directors
prior to a change in control of the Board or to certain mergers following such offers.
A summary of the share rights plan will be distributed to all shareholders of record as of the close of business on September
10, 1996.
Stassen said, "This rights plan is intended to protect our shareholders should Spine-Tech become the target of certain
undesirable takeover tactics. It is designed to increase the likelihood that all shareholders of the company receive a fair price
for their company shares in the event of an acquisition of the company. It is also designed to increase the likelihood that all
Spine-Tech shareholders receive full and fair treatment in the event of an attempted takeover."
Spine-Tech designs, develops, manufactures and markets implants and instruments for the surgical treatment of degenerative
disc disease and other spinal conditions.
/CONTACT: David W. Stassen, President and Chief Executive Officer, or Keith M. Eastman, Chief Financial Officer
Spine-Tech, Inc., 612-832-5600; Nancy A. Johnson of Padilla Speer Beardsley Inc., 612-871-8877, for Spine-Tech/ |
