Perma-Fix Environmental Services, Inc.
(NASDAQ:PESI) has adopted a Preferred Share Purchase Rights Plan
(“Rights Plan”) to replace a 2008 rights plan expiring on May 2,
2018 (“Expiring Rights Plan”). As part of the new Rights
Plan, the Board of Directors has declared a dividend distribution
of one Preferred Share Purchase Right on each outstanding share of
the Company’s Common Stock to stockholders of record on May 12,
2018. The new Rights Plan is designed to assure that all of
the Company's shareholders receive fair and equal treatment in the
event of any proposed takeover of the Company and to guard against
partial tender abusive tactics to gain control of the Company.
Mark Duff, President and CEO of the Company,
commented, “Given the progress we are making in the core business,
combined with the near and long-term outlook, the Board unanimously
agreed it would be prudent and in the best interest of shareholders
to maintain a Rights Plan. The plan is only intended to protect
shareholder value in the event of an attempted hostile takeover of
the Company. We are encouraged by the near and long-term outlook
for the business and continue to explore partnerships,
collaborations and/or combinations that we believe would benefit
shareholders.”
The Rights under the new Rights Plan will be
exercisable only if a person or group acquires beneficial ownership
of 15% or more of the Company’s Common Stock or announces a tender
or exchange offer, the consummation of which would result in
ownership by a person or group of 15% or more of the Common Stock
(with certain exceptions). Each Right under the new Rights
Plan (other than the Rights owned by such acquiring person or
members of such group which are void) will entitle shareholders to
buy one one-thousandth of a share of a new series of participating
preferred stock at an exercise price of $20.00. Each one
one-thousandth of a share of such new preferred stock purchasable
upon exercise of a Right has economic terms designed to approximate
the value of one share of Common Stock. Shareholders who
currently have beneficial ownership of 15% or more are
grandfathered in, but may not acquire additional shares without
triggering the new Rights Plan.
If the Company is acquired in a merger or other
business combination transaction, each Right will entitle its
holder (other than Rights owned by such acquiring person or members
of such group which are void) to purchase, at the Right's then
current exercise price, a number of the acquiring company's common
shares having a market value at the time of twice the Right's
exercise price.
In addition, if a person or group (with certain
exceptions) acquires 15% or more of the Company's outstanding
Common Stock, each Right will entitle its holder (other than the
Rights owned by such acquiring person or members of such group
which are void) to purchase, in lieu of preferred stock, at the
Right's then current exercise price, a number of shares of the
Company's Common Stock having a market value of twice the Right's
exercise price.
Following the acquisition by a person or group
of beneficial ownership of 15% or more of the Company's outstanding
Common Stock (with certain exceptions), and prior to an acquisition
of 50% or more of the Company’s Common Stock by such person or
group, the Board of Directors may, at its option, exchange the
Rights (other than Rights owned by such acquiring person or members
of such group) in whole or in part, for shares of the Company's
Common Stock at an exchange ratio of one share of Common Stock (or
one one-thousandth of a share of the new series of participating
preferred stock) per Right.
Prior to the acquisition by a person or group of
beneficial ownership of 15% or more of the Company's Common Stock
(with certain exceptions), the Rights are redeemable for $0.001 per
Right at the option of the Board of Directors.
The Rights distribution is not taxable to
stockholders.
The new Rights Plan is to terminate the earliest
of (1) close of business on May 2, 2019, (2) time Rights are
redeemed, (3) time Rights are exchange, or (4) closing of any
merger or acquisition of the Company which has been approved by the
Board of Directors prior to any person becoming such an acquiring
person.
The new Rights Plan which was adopted by the
Board is similar to plans adopted by numerous publicly-traded
companies. It was not adopted in response to any specific
takeover bid. In fact, the Company shareholders may require
the Board to redeem the new Rights Plan in the event a
fully-financed takeover or exchange offer is made for the
Company. Moreover, the new Rights Plan could potentially
preserve the Company’s usable tax net operating loss carry-forwards
by detouring an “ownership change” under Section 382 of the
Internal Revenue Code of 1980, as amended.
Further details regarding the new Rights Plan
are contained in a Form 8-K to be filed by the Company with the
U.S. Securities and Exchange Commission on May 2, 2018.
This communication does not constitute an offer
to sell or a solicitation of an offer to buy any securities or a
solicitation of any vote or approval.
About Perma-Fix Environmental
Services
Perma-Fix Environmental Services, Inc. is a
nuclear services company and leading provider of nuclear and mixed
waste management services. The Company's nuclear waste
services include management and treatment of radioactive and mixed
waste for hospitals, research labs and institutions, federal
agencies, including the Department of Energy (“DOE”), the
Department of Defense ("DOD"), and the commercial nuclear industry.
The Company’s nuclear services group provides project management,
waste management, environmental restoration, decontamination and
decommissioning, new build construction, and radiological
protection, safety and industrial hygiene capability to our
clients. The Company operates three nuclear waste treatment
facilities and provides nuclear services at DOE, DOD, and
commercial facilities, nationwide.
Please visit us at http://www.perma-fix.com.
This press release contains “forward‑looking
statements” which are based largely on the Company's expectations
and are subject to various business risks and uncertainties,
certain of which are beyond the Company's control. Forward-looking
statements generally are identifiable by use of the words such as
“believe”, “expects”, “intends”, “anticipate”, “could potentially”,
“plans to”, “estimates”, “projects”, and similar expressions.
Forward‑looking statements include, but are not limited to:
benefits of the Rights Plan; preserve the Company’s net operating
loss; and near and long-term outlook and shareholder benefit. These
forward‑looking statements are intended to qualify for the safe
harbors from liability established by the Private Securities
Litigation Reform Act of 1995. While the Company believes the
expectations reflected in this news release are reasonable, it can
give no assurance such expectations will prove to be correct. There
are a variety of factors which could cause future outcomes to
differ materially from those described in this release, including,
without limitation, outcome of any litigation; changes in general
economic or industry conditions; and the “Risk Factors” discussed
in, and referred to in our 2017 Form 10-K. The Company makes no
commitment to disclose any revisions to forward‑looking statements,
or any facts, events or circumstances after the date hereof that
bear upon forward‑looking statements.
Please visit us on the World Wide Web at
http://www.perma-fix.com.
Contacts:David K. Waldman-US
Investor RelationsCrescendo Communications, LLC(212) 671-1021
Herbert Strauss-European Investor Relationsherbert@eu-ir.com+43
316 296 316
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