American Power Conversion Corporation's Board of Directors Adopts
"Shareholder Rights Plan"
biz.yahoo.com
WEST KINGSTON, R.I., Sept. 3 /PRNewswire/ -- American Power Conversion Corporation's (Nasdaq: APCC - news) Board of Directors today announced
that it has adopted a shareholder rights plan to help protect investors against potential hostile takeover attempts that are coercive or unfair. According to analyst
estimates, more than 1,400 public companies have adopted shareholder rights plans since January 1, 1997.
``The implementation of a shareholder rights plan will enable the Board of Directors, on behalf of its shareholders, to maximize long-term shareholder value by
providing a vehicle in which the Board is actively involved in negotiating any potential takeover situations,' explained Rodger B. Dowdell, Jr., APC's president and
CEO. ``The time and flexibility provided by a rights plan is essential to obtaining the best potential return for shareholders.'
Under the Plan, common stock purchase rights will be distributed as a dividend at the rate of one Right per each share of Common Stock held at the close of
business on September 13, 1999. The Rights will be exercisable only if a person or group acquires or announces a tender or exchange offer that would result in such
person or group owning 15 percent or more of the Common Stock of the Company. In the event a Right becomes exercisable, the Plan allows APC shareholders to
purchase, at an exercise price of $110 per Right, Common Stock of the Company having a market value of $220.
The Company will generally be entitled to redeem the Rights at $.01 per Right at anytime until a person or group has acquired a 15 percent stock position.
A summary of the Rights containing additional details on the plan will be mailed to shareholders of record on or shortly after September 13, 1999. The Rights will
expire on September 2, 2009 unless earlier redeemed or exchanged. The initial distribution of Rights is not taxable to shareholders.
Safe Harbor Provision
Statements contained in this press release which are not historical facts may constitute forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. All forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from those projected.
The factors that could cause actual results to differ materially include the following: A variance in the actual versus estimated charge associated with organizational
changes; APC's ability to successfully integrate Silcon's operations; the timely development and acceptance of new products; ramp up, expansion and rationalization
of global manufacturing capacity; general worldwide economic conditions; growth rates in the power protection industry and related industries, including but not
limited to the PC, server, networking and enterprise hardware industries; competitive factors and pricing pressures; changes in product mix; changes in the
seasonality of demand patterns; inventory risks due to shifts in market demand; the effects of any other possible acquisitions; component constraints and shortages;
risk of nonpayment of accounts receivable; changes in customer order patterns and product demand related to year 2000 purchasing issues; impact on the
Company's business due to internal systems or systems of suppliers and other third parties adversely affected by year 2000 problems; the uncertainty of the litigation
process including risk of an unexpected, unfavorable result of current or future litigation; and the risks described from time to time in the Company's filings with the
Securities and Exchange Commission.
About American Power Conversion
Founded in 1981, American Power Conversion (Nasdaq: APCC - news) is a leading provider of global, end-to-end power protection products and services, which
include surge suppressors, uninterruptible power supplies (UPS), power conditioning equipment, related software, and professional and consulting services for
Nonstop Networking(TM).
APC's comprehensive solutions, which are designed for both home and corporate environments, improve the manageability, availability and performance of sensitive
electronic, network, communications and industrial equipment of all sizes. APC, which is headquartered in West Kingston, Rhode Island, reported sales of $1.126
billion for the year ended December 31, 1998. All trademarks are the property of their owners. Additional information about APC and its global end-to-end
solutions can be found by accessing the APC World Wide Web site at www.apcc.com or by calling 800-877-4080.
For more information contact:
Investors:
Donald M. Muir, chief financial officer, 800-788-2208 ext. 2105
Deborah K. Grey, investor relations manager, 800-788-2208 ext. 2994,
dgrey@apcc.com |
