Groupon Adopts Limited Duration Shareholder Rights Plan
April 13 2020 - 8:30AM
Business Wire
Groupon, Inc. (NASDAQ: GRPN) (“Groupon” or the “Company”) today
announced that its Board of Directors has adopted a limited
duration rights plan (the “Rights Plan”), effective April 10,
2020.
In adopting the Rights Plan, the Board of Directors 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 Groupon’s stock price. Given the current unprecedented
environment and trading levels as well as the importance of
maintaining focus on the Company’s operations, safeguarding the
welfare of employees and serving customers, the Board believes
adopting the Rights Plan is in the best interest of all Groupon
stockholders.
The Rights Plan has an eleven-month duration, expiring on March
10, 2021. It is similar to plans adopted by other public companies,
and is intended to promote the fair and equal treatment of all
Groupon stockholders and ensure that no person or group can gain
control of Groupon through open market accumulation or other
tactics without paying an appropriate control premium. The Rights
Plan will also position the Company’s Board of Directors to fulfill
its fiduciary duties on behalf of all stockholders by ensuring that
the Board has sufficient time to make informed judgments about any
attempts to take over the Company. The Rights Plan applies equally
to all current and future stockholders and is not intended to deter
offers that are fair and otherwise in the best interest of the
Company’s stockholders. The Rights Plan has not been adopted in
response to any specific takeover bid or other proposal to acquire
control of the Company.
Under the Rights Plan, Groupon is issuing one right for each
share of common stock outstanding at the close of business on April
20, 2020. The rights will become exercisable if a person or group
becomes the beneficial owner of 10% or more of the Company’s
outstanding common stock (including in the form of synthetic
ownership through derivative positions), or 20% or more in the case
of eligible passive investors. In the event that the rights become
exercisable due to the triggering ownership threshold being
crossed, each right will entitle its holder to purchase, at the
right’s exercise price, a number of shares of common stock or
equivalent securities having a market value at that time of twice
the right’s exercise price. Rights held by the triggering person or
entity will become void and will not be exercisable to purchase
shares at the reduced purchase price. The Board of Directors may,
rather than permitting the exercise of the rights, exchange each
right (other than rights held by the triggering person or entity)
for one share of common stock per right, subject to adjustment.
The Board of Directors will, prior to the rights becoming
exercisable, in general be entitled to amend the Rights Plan or to
redeem the rights for $0.001 per right.
This announcement is a summary only and is qualified by
reference to the full text of the Rights Plan. Additional details
regarding the Rights Plan will be contained in a Form 8-K to be
filed by the Company with the U.S. Securities and Exchange
Commission on April 13, 2020.
Note on Forward-Looking Statements
The statements contained in this release that refer to plans and
expectations for the next quarter, the full year or the future are
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements
regarding our future results of operations and financial position,
business strategy and plans and our objectives for future
operations. The words "may," "will," "should," "could," "expect,"
"anticipate," "believe," "estimate," "intend," "continue" and other
similar expressions are intended to identify forward-looking
statements. We have based these forward-looking statements largely
on current expectations and projections about future events and
financial trends that we believe may affect our financial
condition, results of operations, business strategy, short-term and
long-term business operations and objectives, and financial needs.
These forward-looking statements involve risks and uncertainties
that could cause our actual results to differ materially from those
expressed or implied in our forward-looking statements. Such risks
and uncertainties include, but are not limited to, our ability to
execute, and achieve the expected benefits of our go-forward
strategy, including our planned exit from the Goods business;
volatility in our operating results; effects of pandemics or
disease outbreaks, including Covid-19, on our business; execution
of our marketing strategies; retaining existing customers and
adding new customers; challenges arising from our international
operations, including fluctuations in currency exchange rates,
legal and regulatory developments and any potential adverse impact
from the United Kingdom's exit from the European Union, retaining
and adding high quality merchants; our reliance on email, internet
search engines and mobile application marketplaces to drive traffic
to our marketplace; cybersecurity breaches; reliance on cloud-based
computing platforms; competing successfully in our industry;
providing a strong mobile experience for our customers; maintaining
and improving our information technology infrastructure; our
voucherless offerings; claims related to product and service
offerings; managing inventory and order fulfillment risks;
litigation; managing refund risks; retaining and attracting members
of our executive team; completing and realizing the anticipated
benefits from acquisitions, dispositions, joint ventures and
strategic investments; lack of control over minority investments;
compliance with domestic and foreign laws and regulations,
including the CARD Act, GDPR and regulation of the Internet and
e-commerce; classification of our independent contractors or
employees; tax liabilities; tax legislation; protecting our
intellectual property; maintaining a strong brand; customer and
merchant fraud; payment-related risks; our ability to raise capital
if necessary and our outstanding indebtedness; global economic
uncertainty; our common stock, including volatility in our stock
price; our convertible senior notes; and our ability to realize the
anticipated benefits from the hedge and warrant transactions. For
additional information regarding these and other risks and
uncertainties, we urge you to refer to the factors included under
the headings "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended December
31, 2019, and our other filings with the SEC, copies of which may
be obtained by visiting the Company's Investor Relations web site
at investor.groupon.com or the SEC's web site at www.sec.gov.
Groupon's actual results could differ materially from those
predicted or implied and reported results should not be considered
an indication of future performance.
You should not rely upon forward-looking statements as
predictions of future events. Although Groupon believes that the
expectations reflected in the forward-looking statements are
reasonable, it cannot guarantee that the future results, levels of
activity, performance or events and circumstances reflected in the
forward-looking statements will be achieved or occur. Moreover,
neither Groupon nor any other person assumes responsibility for the
accuracy and completeness of the forward-looking statements. The
forward-looking statements reflect our expectations as of the date
of this release. We undertake no obligation to update publicly any
forward-looking statements for any reason after the date of this
release to conform these statements to actual results or to changes
in our expectations.
About Groupon
Groupon (NASDAQ: GRPN) is an experiences marketplace that brings
people more ways to get the most out of their city or wherever they
may be. By enabling real-time mobile commerce across local
businesses, live events and travel destinations, Groupon helps
people find and discover experiences––big and small, new and
familiar––that make for a full, fun and rewarding life. Groupon
helps local businesses grow and strengthen customer
relationships––resulting in strong, vibrant communities. To learn
more about Groupon’s community-building efforts, please visit
community.groupon.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20200413005229/en/
Investor Relations Contact: Jennifer Beugelmans 312-662-7370
IR@groupon.com
Media Relations Contact: Nick Halliwell 312-999-3812
Press@groupon.com
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