SAN DIEGO, Calif. and
SHENZHEN, China, Sept. 13, 2017 /PRNewswire/ -- Highpower
International, Inc. (NASDAQ: HPJ) ("Highpower" or the "Company"), a
developer, manufacturer, and marketer of lithium ion and
nickel-metal hydride (Ni-MH) rechargeable batteries, battery
management systems, and a provider of battery recycling, today
announced that its Board of Directors approved the adoption
of a stockholder rights plan (the "Rights Plan") and declared a
dividend distribution of one right ("Right") for each outstanding
share of common stock. The record date for such dividend
distribution is September 21,
2017.
The adoption of the Rights Plan is intended to protect Highpower
and its stockholders from the actions of third parties that the
Board of Directors determines are not in the best interests of
Highpower and its stockholders, and to enable all stockholders to
realize the long-term value of their investment in Highpower. The
Board of Directors believes that the Rights Plan will ensure that
the Board of Directors remains in the best position to discharge
its fiduciary duties to Highpower and its stockholders. The Rights
Plan is not intended to interfere with any sale, merger, tender or
exchange offer or other business combination approved by the Board
of Directors. Nor does the Rights Plan prevent the Highpower Board
of Directors from considering any offer that it considers to be in
the best interest of Highpower's stockholders.
The Rights Plan is similar to other plans adopted by
publicly-held companies. Under the Rights Plan, the rights
generally would become exercisable only if a person or group
(including a group of persons who are acting in concert with each
other) acquires beneficial ownership of 15% or more of Highpower's
common stock in a transaction not approved by Highpower's Board of
Directors. In that situation, each holder of a right (other than
the acquiring person or group, whose rights will become void and
will not be exercisable) will have the right to purchase, upon
payment of the exercise price and in accordance with the terms of
the Rights Plan, a number of shares of Highpower common stock
having a market value of twice such price. In addition, if
Highpower is acquired in a merger or other business combination
after an acquiring person acquires 15% or more of Highpower's
common stock, each holder of the right would thereafter have the
right to purchase, upon payment of the exercise price and in
accordance with the terms of the Rights Plan, a number of shares of
common stock of the acquiring person having a market value of twice
such price. The acquiring person or group would not be entitled to
exercise these Rights. In the Rights Plan, the definition of
"beneficial ownership" includes derivative securities.
The Rights Plan expires, without any further action being
required to be taken by Highpower's Board of Directors, on
September 12, 2020.
Further details of the Rights Plan will be contained in a
Current Report on Form 8-K and in a Registration Statement on Form
8-A that Highpower will be filing with the Securities and Exchange
Commission (SEC). These filings will be available on the SEC's web
site at www.sec.gov. Copies are also available at no charge at the
Investor Relations section of Highpower's corporate website at
www.highpowertech.com
About Highpower International, Inc.
Highpower International was founded in 2001 and produces
high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based
rechargeable batteries used in a wide range of applications such as
electric buses, bikes, energy storage systems, power tools, medical
equipment, digital and electronic devices, personal care products,
and lighting, etc. Highpower's target customers are Fortune 500
companies and top 20 companies in each vertical segment. With
advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean
technology, not only in the products it makes, but also in the
processes of production. The majority of Highpower International's
products are distributed to worldwide markets mainly in
the United States, Europe, China
and Southeast Asia.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this press release which are not
historical facts may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, as amended, and are subject to various risks and
uncertainties. Words such as "anticipate," "believe,"
"demonstrate," "expect," "estimate," "forecast," "intend," "likely"
and "should" and similar expressions identify forward-looking
statements. Forward-looking statements in this document may
include, but are not limited to, the statements regarding the
anticipated benefits and expected consequences of the Rights Plan
that Highpower has adopted. Such forward-looking statements are
based upon Highpower's current plans, estimates and expectations
and are not a representation that such plans, estimates, or
expectations will be achieved. Because such statements include
risks, uncertainties and contingencies, actual events may differ
materially from the expectations, intentions, beliefs, plans or
predictions of the future expressed or implied by such
forward-looking statements. These risks, uncertainties and
contingencies include, but are not limited to, the effectiveness of
the Rights Plan in (i) preventing a third party from taking
advantage of the onset of adverse market conditions or recent and
potentially short-term declines in Highpower's share price to
acquire actual or effective control, in the open market or
otherwise, of Highpower's common stock without paying a price that
does not reflect Highpower's intrinsic value or long-term
prospects, or (ii) providing the Board with an increased period of
time to evaluate the adequacy of an acquisition offer, investigate
alternatives, solicit competitive proposals, or take other steps
necessary to maximize value for the benefit of all Highpower
stockholders. Other potential risk factors include the risk factors
discussed under the heading "Risk Factors" of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2016 and as updated from time to
time in other filings with the SEC, which are available at
http://www.sec.gov. There may be other factors that may cause
actual events to differ materially from the forward-looking
statements. All information provided in this release is as of the
date hereof and no person undertakes any obligation to update
publicly any information for any reason, except as required by law,
even as new information becomes available or other events occur in
the future. Readers are cautioned not to place undue reliance on
these forward-looking statements that speak only as of the date
hereof.
CONTACT:
Highpower International, Inc.
Sunny Pan
Chief Financial Officer
Tel: +86-755-8968-6521
Email: ir@highpowertech.com
Yuanmei Ma
Investor Relations Manager
Tel: +1-909-214-2482
Email: ir@highpowertech.com
ICR, Inc.
Rose Zu
Tel: +1-646-931-0303
Email: ir@highpowertech.com
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SOURCE Highpower International, Inc.