To: Guy Gadois who wrote (22259 ) 6/3/1999 11:40:00 AM From: Alan Bershtein Read Replies (2) | Respond to of 29386
ANCR Poison Pill...ancor.com Ancor Adopts Shareholder Rights Plan -------------------------------------------------------------------------------- Minneapolis, November 3, 1998 -- Ancor Communications, Incorporated (Nasdaq: ANCR), announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to preserve the long-term value of the company for all of its shareholders. The purpose of the plan is to encourage any prospective buyer to negotiate with Ancor's board. Kenneth E. Hendrickson, Ancor's Chief Executive Officer, said "The shareholder rights plan is not being adopted in response to any acquisition or merger proposal. We are adopting this plan to insure that all shareholders receive equal treatment and a fair price in any business combination involving Ancor." The Company has declared a dividend of one right for each common share outstanding on November 10, 1998. Each right will entitle a shareholder to buy a fraction of a share of a newly authorized series of preferred stock at an exercise price of $20 per share. The rights will become exercisable in the event that a person or group acquires 15% or more of Ancor's common shares or a tender offer is commenced that would result in ownership by a person or group of 15% or more of Ancor's common shares (subject to certain exceptions). If a potential acquiror purchases at least 15% of Ancor's outstanding Common Stock, shareholders other than the acquiror would be able to exercise the rights issued under the plan to purchase shares of Ancor's Common Stock, or in some cases cash, property or other securities of Ancor or shares of the acquiror's common stock, at a 50% discount from the market price. In addition, the Board may elect to exchange the rights for Ancor's Common Stock. The Company's Board of Directors will be entitled to redeem the rights at $.01 per right at any time prior to an acquiror purchasing 15% or more of Ancor's Common Stock. The new purchase rights will be distributed as a non-taxable dividend and will trade with Ancor's Common Stock. There will be no rights certificates issued unless the rights become exercisable. The rights will expire on November 3, 2008.