Daktronics, Inc. Adopts New Shareholder Rights Plan
November 16 2018 - 5:32PM
Daktronics, Inc. (NASDAQ - DAKT) today announced that its Board of
Directors adopted a new shareholder rights agreement that will take
effect when the current plan, adopted in 2008, expires on November
19, 2018. In connection with the adoption of the rights agreement,
the Board declared a dividend of one right for each share of common
stock outstanding at the close of business on November 19, 2018 and
for each share of common stock issued after that date and before
the rights are triggered or redeemed.
The rights are designed to enable Daktronics
shareholders to realize the full long-term value of their
investment and to provide for fair and equal treatment of all
shareholders if an unsolicited attempt is made to acquire
Daktronics. Daktronics believes that the rights agreement will
enable its Board to be in a better position to perform its
fiduciary duties and help the Board to protect shareholders against
abusive takeover tactics that may be used to gain control of the
company without paying a price that is in the best interest of all
shareholders. The rights agreement was not adopted in
response to any known offers for Daktronics and is similar to
rights agreements adopted by other companies. The rights agreement,
which was adopted by the Board of Daktronics after evaluation and
consultation with advisors of Daktronics, has no immediate dilutive
effect and does not prevent Daktronics or its shareholders from
accepting a fair offer to acquire Daktronics in a negotiated
transaction.
The rights will be exercisable only if a person
or group acquires 20% or more of Daktronics’ common stock or
announces a tender offer, the consummation of which would result in
ownership by a person or group of 20% or more of the common stock.
Each right will initially entitle shareholders to buy one-one
thousandth of one share of preferred stock per common share owned
at an initial exercise price of $25.00 per right, subject to
adjustment. At that time, Daktronics’ shareholders (other than the
acquirer, whose rights will have become void and will not be
exercisable) would have the right to purchase, at a price equal to
50% of the common stock’s market value, a number of shares of
Daktronics’ common stock equal to (a) the exercise price of $25.00
multiplied by the number of one one-thousandth of a share of
preferred stock for which a right was exercisable divided by (b)
50% of the then current market value of Daktronics’ common
stock. Daktronics’ Board of Directors may redeem the rights
for $0.001 per right at any time before the rights become
exercisable. Unless the rights are redeemed, exchanged or
terminated earlier, they will expire on November 19, 2021. At
any time after any person or group acquires beneficial ownership of
20% or more of Daktronics’ common stock, the Board of Daktronics,
at its option, may exchange each right (other than the rights owned
by the acquirer, which will have become void), in whole or in part,
for shares of Daktronics’ common stock at an exchange ratio of one
share of common stock per outstanding right.
Additional details regarding the rights agreement are contained
in a Current Report on Form 8-K filed by Daktronics with the
Securities and Exchange Commission ("SEC").
About DaktronicsDaktronics has
strong leadership positions in, and is the world's largest supplier
of, large-screen video displays, electronic scoreboards, LED text
and graphics displays, and related control systems. The
company excels in the control of display systems, including those
that require integration of multiple complex displays showing
real-time information, graphics, animation, and video.
Daktronics designs, manufactures, markets and services display
systems for customers around the world in four domestic business
units: Live Events, Commercial, High School Park and
Recreation, and Transportation, and one International business
unit. For more information, visit the company's website at:
www.daktronics.com, email the company at investor@daktronics.com,
call (605) 692-0200 or toll-free (800) 843-5843 in the United
States, or write to the company at 201 Daktronics Dr., P.O. Box
5128, Brookings, S.D. 57006-5128.
Safe Harbor StatementCautionary
Notice: In addition to statements of historical fact, this news
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and is
intended to enjoy the protection of that Act. These
forward-looking statements reflect the Company's expectations or
beliefs concerning future events. The Company cautions that
these and similar statements involve risk and uncertainties which
could cause actual results to differ materially from our
expectations, including, but not limited to, changes in economic
and market conditions, management of growth, timing and magnitude
of future contracts, fluctuations in margins, the introduction of
new products and technology, the impact of adverse weather
conditions, and other risks noted in the company's SEC filings,
including its Annual Report on Form 10-K for its 2018 fiscal
year. Forward-looking statements are made in the context
of information available as of the date stated. The Company
undertakes no obligation to update or revise such statements to
reflect new circumstances or unanticipated events as they
occur.
For more information
contact:INVESTOR RELATIONS:Sheila M. Anderson, Chief
Financial OfficerTel (605) 692-0200Investor@daktronics.com
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