Daktronics, Inc. Extends Shareholder Rights Plan
November 19 2021 - 9:48AM
Daktronics, Inc. (Nasdaq - DAKT) today announced that its Board of
Directors approved an amendment to its Rights Agreement, extending
its expiration to November 19, 2024 and changing the exercise price
to $20.00.
Daktronics believes that the rights agreement enables 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 and other
stakeholders. 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. 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 and consideration of all stakeholders, 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.
A right is attached to each common stock outstanding or issued
until the rights are triggered and redeemed. When exercisable, the
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 $20.00 per right, subject to adjustment.
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. 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 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, 2024. 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 DAKTRONICS
Daktronics 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. For more
information, visit the company's website at: www.daktronics.com,
Information on Daktronics’ website is not incorporated into this
press release.
SAFE HARBOR STATEMENT
Cautionary 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 2021 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
Sheila Anderson, Chief Financial OfficerInvestor RelationsTel
605-692-0200Email investor@daktronics.com
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