NEW ALBANY, Ohio, June 25, 2020 /PRNewswire/ -- Commercial Vehicle
Group, Inc. (the "Company" or "CVG") (NASDAQ: CVGI) today announced
that its Board of Directors (the "Board") has unanimously adopted a
limited duration stockholder rights plan (the "Rights Plan") and
declared a dividend of one right ("Right") for each outstanding
share of Company common stock as of the record date. The record
date for such dividend is July 5,
2020. The Rights Plan expires, without any further action
being required to be taken by the Board, on June 24, 2021.
In adopting the Rights Plan, the Board has taken note of the
substantial increase in market volatility and uncertainty as a
result of the COVID-19 pandemic, as well as its impact on the
Company's stock price. In light of the impact of the COVID-19
pandemic on CVG's end markets, CVG's operations and financial
affairs, the Board believes that adopting the Rights Plan will help
promote the fair and equal treatment of all CVG stockholders and
will contribute to the preservation of the Company's long-term
value for its stockholders.
The Rights Plan is similar to plans adopted by other public
companies, and is intended to allow stockholders to realize the
long-term value of their investment in CVG by guarding against
opportunistic efforts to capitalize on recent macroeconomic
conditions, including open market accumulations or other tactics,
aimed at gaining control of the Company without paying an
appropriate control premium or providing the Board sufficient time
to make informed judgments. The Rights Plan will not prevent a
takeover of the Company on terms that the Board determines are
favorable and fair to all shareholders. The Rights Plan
applies equally to all current and future stockholders.
Under the Rights Plan, the Rights will become exercisable only
if a person or persons acquires beneficial ownership of 10% or more
of the Company's outstanding common stock (including in the form of
synthetic ownership through derivative positions), or 15% in the
case of certain passive investors. In the event that the
Rights become exercisable, each holder of Rights (other than the
person or group triggering the Rights Plan) will be entitled to
purchase, at the Right's exercise price, a number of shares of
common stock having a market value of twice the Right's exercise
price. The Board may, rather than permitting the exercise of the
Rights, exchange each Right (other than Rights held by the
triggering person) for one share of the Company's common stock,
subject to adjustment as provided in the Rights Plan. The Board
will, prior to the Rights becoming exercisable, in general be
entitled to amend the Rights Plan or to redeem the rights for
$0.01 per Right.
Additional information regarding the Rights Plan will be
contained in a current report on Form 8-K to be filed by CVG with
the U.S. Securities and Exchange Commission.
About Commercial Vehicle Group, Inc.
Commercial Vehicle Group, Inc. (through its subsidiaries) is a
leading supplier of electrical wire harnesses, seating systems, and
a full range of other cab related products for the global
commercial vehicle markets, including the medium- and heavy-duty
truck, medium- and heavy-construction vehicle, military, bus,
agriculture, specialty transportation, mining, industrial equipment
and off-road recreational markets. Information about the
Company and its products is available on the internet at
www.cvgrp.com.
Forward-Looking Statements
This press release contains forward-looking statements that are
subject to risks and uncertainties. These statements often
include words such as "believe", "anticipate", "plan", "expect",
"intend", "will", "should", "could", "would", "project",
"continue", "likely", and similar expressions. In particular,
this press release may contain forward-looking statements about
Company expectations for future periods with respect to its plans
to improve financial results and enhance the Company, the future of
the Company's end markets, including the short-term and potential
longer-term impact of the COVID-19 pandemic on Class 8 and Class
5-7 North America truck build
rates and performance of the global construction equipment
business, expected cost savings, the Company's initiatives to
address customer needs, organic growth, the company's plans to
focus on certain segments and markets and the Company's financial
position or other financial information. These statements are
based on certain assumptions that the Company has made in light of
its experience as well as its perspective on historical trends,
current conditions, expected future developments and other factors
it believes are appropriate under the circumstances. Actual
results may differ materially from the anticipated results because
of certain risks and uncertainties, including but not limited to:
(i) a material weakness in our internal control over financial
reporting which could, if not remediated, result in material
misstatements in our financial statements; (ii) future financial
restatements affecting the Company; (iii) general economic or
business conditions affecting the markets in which the Company
serves; (iv) the Company's ability to develop or successfully
introduce new products; (v) risks associated with conducting
business in foreign countries and currencies; (vi) increased
competition in the medium- and heavy-duty truck markets,
construction, agriculture, aftermarket, military, bus and other
markets; (vii) the Company's failure to complete or successfully
integrate strategic acquisitions and the impact of such
acquisitions on business relationships; (viii) the Company's
ability to recognize synergies from the reorganization of the
segments; (ix) the Company's failure to successfully manage any
divestitures; (x) the impact of changes in governmental regulations
on the Company's customers or on its business; (xi) the loss of
business from a major customer, a collection of smaller customers
or the discontinuation of particular commercial vehicle platforms;
(xii) the Company's ability to obtain future financing due to
changes in the lending markets or its financial position; (xiii)
the Company's ability to comply with the financial covenants in its
debt facilities; (xiv) fluctuation in interest rates or change in
the reference interest rate relating to the Company's debt
facilities; (xv) the Company's ability to realize the benefits of
its cost reduction and strategic initiatives and address rising
labor and material costs; (xvi) volatility and cyclicality in the
commercial vehicle market adversely affecting the Company,
including the impact of the current COVID-19 pandemic; (xvii) the
geographic profile of our taxable income and changes in valuation
of our deferred tax assets and liabilities impacting our effective
tax rate; (xviii) changes to domestic manufacturing initiatives;
(xix) implementation of tax or other changes, by the United States or other international
jurisdictions, related to products manufactured in one or more
jurisdictions where the Company does business (xx) security
breaches and other disruptions that could compromise our
information systems; (xxi) the impact of disruptions in our supply
chain or delivery chains; (xxii) litigation against the Company;
(xxiii) the impact of health epidemics or widespread outbreak of
contagious disease; and (xxiv) various other risks as outlined
under the heading "Risk Factors" in the Company's Annual Report on
Form 10-K for fiscal year ending December
31, 2019. There can be no assurance that statements made in
this press release relating to future events will be
achieved. The Company undertakes no obligation to update or
revise forward-looking statements to reflect changed assumptions,
the occurrence of unanticipated events or changes to future
operating results over time. All subsequent written and oral
forward-looking statements attributable to the Company or persons
acting on behalf of the Company are expressly qualified in their
entirety by such cautionary statements.
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SOURCE Commercial Vehicle Group, Inc.