Westwood Holdings Group, Inc. Adopts Limited-Duration Shareholder Rights Agreement
May 03 2021 - 6:01AM
Westwood Holdings Group, Inc. (NYSE: WHG) announced that on
May 2, 2021, its Board of Directors (“Board”) adopted a
limited-duration Shareholder Rights Agreement (the “Rights
Agreement”) and declared a distribution of one right for each
outstanding share of common stock. The Rights Agreement is
effective immediately and will expire on May 1, 2022 or earlier, as
provided in the Rights Agreement.
The adoption of the Rights Agreement is intended to enable all
Westwood shareholders to realize the full potential value of their
investment in the company and to protect the interests of the
company and its shareholders by reducing the likelihood that any
person or group gains control of Westwood through open market
accumulation or other tactics without paying an appropriate control
premium. In addition, the Rights Agreement provides the Board with
time to make informed decisions that are in the best long-term
interests of Westwood and its shareholders. It does not deter the
Board from considering any offer that is fair and otherwise in the
best interest of Westwood shareholders.
The Rights Agreement is similar to other rights plans adopted by
publicly held companies. The rights will be exercisable only if,
following today’s announcement, a person or group (each, an
“acquiring person”) acquires beneficial ownership of 10% (20% for
passive institutional investors) or more of Westwood’s outstanding
common stock in a transaction not approved by Westwood’s Board. In
that case, each holder of a right (other than the acquiring person,
whose rights will become void and will not be exercisable) will be
entitled to purchase, at the then-current exercise price,
additional shares of Westwood common stock at a 50% discount. The
Board, at its option, may exchange each right (other than rights
owned by the acquiring person that have become void) in whole or in
part, at an exchange ratio of one share of Westwood common stock
per outstanding right, subject to adjustment. Except as provided in
the Rights Agreement, the Board is entitled to redeem the rights at
$0.001 per right. The record date for the rights distribution is
May 12, 2021.
Any shareholders with beneficial ownership of 10% or more of
Westwood’s outstanding common stock (20% for passive institutional
investors) prior to this announcement are generally grandfathered
at their current ownership levels but are not permitted to increase
their ownership without triggering the Rights Agreement.
Additional information regarding the Rights Agreement will be
contained in a current report on Form 8-K to be filed by Westwood
with the U.S. Securities and Exchange Commission.
Sidley Austin LLP is acting as legal counsel to Westwood.
About Westwood Holdings Group
Westwood Holdings Group, Inc. is an investment management
boutique and wealth management firm based in Dallas, Texas.
Westwood offers high-conviction equity and outcome-oriented
solutions to institutional investors, private wealth clients and
financial intermediaries. The firm specializes in two distinct
investment capabilities: U.S. Value Equity and Multi-Asset,
available through separate accounts, the Westwood Funds® family of
mutual funds and other pooled vehicles. Westwood benefits from
significant, broad- based employee ownership and trades on the New
York Stock Exchange under the symbol “WHG.” For more information,
please visit westwoodgroup.com.
Contact:
Investors
Westwood Holdings Group, Inc.Terry ForbesChief Financial Officer
and Treasurer(214) 756-6900
Media
Gagnier CommunicationsDan Gagnier / Jeffrey Mathews(646)
569-5897Westwood@gagnierfc.com
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