COLUMBUS, Ohio, April 21, 2020 /PRNewswire/ -- Core Molding
Technologies, Inc. (NYSE American: CMT) (the "Company"), today
announced that its Board of Directors (the "Board") has adopted a
limited duration stockholder rights plan.
The plan, which has a term of 364 days, is designed to
protect against any potential future use of coercive or abusive
takeover techniques and to help ensure that the Company's
stockholders are not deprived of the opportunity to realize the
full and fair value of their investment. In adopting the plan,
the Board has taken note of the unprecedented impact of the
COVID-19 pandemic on the Company, including in the Company's stock
price, the substantial increase in trading volume and market
volatility, and the significant impact the pandemic has had across
the manufacturing industry. The plan, which was adopted following
evaluation and consultation with the Company's outside legal
advisors, is similar to plans adopted by numerous publicly traded
companies.
The plan will expire on April 20,
2021, unless the rights are redeemed or exchanged for shares
of common stock by the Company on an earlier date. The Board has
resolved that the expiration date of the plan may not be extended
without stockholder approval.
In connection with the adoption of the stockholder rights plan,
the Board declared a dividend of one right for each share of the
Company's common stock held by stockholders of record as of the
close of business on April 23,
2020. Initially, these rights will not be exercisable and will
trade with the shares of the Company's common stock. Under the
plan, these rights generally will be exercisable only if a person
or group (i) becomes an "acquiring person" by acquiring beneficial
ownership of 15% or more of the Company's common stock (subject to
certain exceptions), or (ii) commences a tender offer or exchange
offer which, if consummated, could result in a person owning 15% or
more of the Company's common stock. Persons who currently
beneficially own, together with their affiliates and associates and
anyone with whom they are acting in concert, 15% or more of the
Company's outstanding common stock will not be considered
"acquiring persons" under the plan, unless they acquire an
additional 0.5% of the outstanding shares of the Company's
common stock or reduce their ownership below and then later exceed
the 15% threshold.
If a person or group becomes an acquiring person, each right
generally will entitle the holder, other than the acquiring person,
to acquire, for the exercise price of $15.00 dollars per right, shares of common
stock (or, in certain circumstances, other consideration) at a 50%
discount or the Company may exchange each right held by such
holders for one share of common stock. In addition, if the
Company is involved in a merger or other business combination
transaction with another person after which its common stock does
not remain outstanding, each right will entitle its holder to
purchase, at the then-current exercise price of the right, shares
of common stock of the ultimate parent of such other person having
a market value of twice the exercise price of the right. The Board
may redeem the rights at a price of $0.001 per right at any time up to ten days after
a person becomes an acquiring person and may exchange the rights in
certain circumstances under the plan.
Stockholders are not required to take any action to receive the
rights distribution. Until the rights become exercisable,
outstanding stock certificates (or, in the case of shares reflected
on the direct registration system, by the notations in the
book-entry account system of the transfer agent for the shares)
will represent both shares of the Company's common stock and the
rights. The issuance of the rights will have no dilutive effect and
will not impact reported earnings per share for the Company.
The full text of the rights plan will be filed with the
Securities and Exchange Commission.
About Core Molding Technologies, Inc.
Core Molding Technologies is a manufacturer of sheet molding
compound ("SMC") and molder of thermoset and thermoplastic
products. The Company operates in one operating segment as a molder
of thermoplastic and thermoset (plastic) structural products. The
Company's operating segment consists of two component reporting
units, Core Traditional and Horizon Plastics. The Company produces
and sells molded products for varied markets, including medium and
heavy-duty trucks, automobiles, marine, construction and other
commercial markets. The Company offers customers a wide range of
manufacturing processes to fit various program volume and
investment requirements. These processes include compression
molding of SMC, bulk molding compounds ("BMC"), resin transfer
molding ("RTM"), liquid molding of dicyclopentadiene ("DCPD"),
spray-up and hand-lay-up, glass mat thermoplastics ("GMT"), direct
long-fiber thermoplastics ("D-LFT") and structural foam and
structural web injection molding ("SIM"). Core Molding Technologies
has its headquarters in Columbus,
Ohio, and operates production facilities in Columbus and Batavia, Ohio; Gaffney, South Carolina; Winona, Minnesota; Matamoros and Escobedo, Mexico; and Cobourg, Ontario, Canada. For further
information, visit the company's website at www.coremt.com.
Contact
John Zimmer
Vice President & Chief Financial Officer
614-870-5604
jzimmer@coremt.com
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SOURCE Core Molding Technologies, Inc.