Heliogen Adopts Limited Duration Stockholder Rights Plan
April 17 2023 - 7:30AM
Business Wire
Heliogen, Inc. (“Heliogen” or the “Company”) (NYSE: HLGN), a
leading provider of AI-enabled concentrating solar energy
technology, today announced that its Board of Directors (the
“Board”) has adopted a limited duration stockholder rights plan,
effective immediately (the “Rights Plan”). The Board adopted the
Rights Plan in response to the previously disclosed unsolicited,
non-binding proposal to acquire Heliogen made by Continuum
Renewables, Inc. (“CRI”), which is controlled by entities that
directly or indirectly own approximately 26% of the Company’s
outstanding shares of common stock.
The Rights Plan is intended to enable all stockholders to
realize the full value of their investment in the Company and
afford the Board adequate time to consider CRI’s non-binding
proposal. The Rights Plan will reduce the likelihood that any
entity, person or group gains control of Heliogen through open
market accumulation without paying all stockholders an appropriate
control premium or without providing the Board sufficient time to
make informed judgments and take actions that are in the best
interests of all stockholders. The Rights Plan does not prevent the
Board from engaging with parties or accepting an acquisition
proposal if the Board believes that it is in the best interests of
Heliogen and all of its stockholders. The Rights Plan is similar to
other plans adopted by publicly held companies in comparable
circumstances, and does not contain any dead-hand, slow-hand,
no-hand or similar feature that limits the ability of a future
Board to redeem the Rights.
In connection with the adoption of the Rights Plan, the Board
declared a dividend of one right for each outstanding share of the
Company’s common stock as of the close of business on April 28,
2023, the record date. The rights will be exercisable only if a
person or group (an “acquiring person”) acquires or launches a
tender or exchange offer to acquire beneficial ownership (which
includes certain synthetic equity interests) of 12.5% or more of
the Company’s outstanding common stock (20% for certain passive
institutional investors as described in the Rights Plan). Any
stockholders with beneficial ownership of the Company’s outstanding
common stock above the applicable threshold as of the time of this
announcement are grandfathered at their current ownership levels
but are not permitted to increase their ownership without
triggering the Rights Plan. Once the rights become exercisable,
each right will entitle its holder (other than the acquiring
person, whose rights will become void) to purchase, for $3.50,
additional shares of the Company’s common stock having a market
value of twice such exercise price. In addition, the Rights Plan
has customary flip-over and exchange features.
The Rights Plan will expire on April 17, 2024 unless the rights
are earlier redeemed by the Company.
Additional information 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.
Cooley LLP is acting as legal counsel to Heliogen.
About Heliogen
Heliogen is a renewable energy technology company focused on
decarbonizing industry and empowering a sustainable civilization.
The company’s concentrating solar energy and thermal storage
systems aim to deliver carbon-free heat, steam, power, or green
hydrogen at scale to support round-the-clock industrial operations.
Powered by AI, computer vision and robotics, Heliogen is focused on
providing robust clean energy solutions that accelerate the
transition to renewable energy, without compromising reliability,
availability, or cost. For more information about Heliogen, please
visit heliogen.com.
Forward Looking Statements
This press release contains certain 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. Statements that are not historical in nature, including
the words “anticipate,” “expect,” “suggests,” “plan,” “believe,”
“intend,” “estimates,” “targets,” “projects,” “should,” “could,”
“would,” “may,” “will,” “forecast” and other similar expressions
are intended to identify forward-looking statements. There can be
no assurance that the non-binding proposal will result in a formal
offer or that any such offer will ultimately result in a completed
transaction. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Many factors could cause actual
future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i)
our financial and business performance, including risk of
uncertainty in our financial projections and business metrics and
any underlying assumptions thereunder; (ii) changes in our business
and strategy, future operations, financial position, estimated
revenues and losses, projected costs, prospects and plans; and
(iii) our ability to execute our business model, including market
acceptance of our planned products and services and achieving
sufficient production volumes at acceptable quality levels and
prices. You should carefully consider the foregoing factors and the
other risks and uncertainties disclosed in the “Risk Factors”
section in Part I, Item 1A in our Annual Report on Form 10-K for
the annual period ended December 31, 2022 and other documents filed
by Heliogen from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and Heliogen assumes no obligation and does not intend to update or
revise these forward-looking statements, whether as a result of new
information, future events, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20230418005151/en/
Investor Contact: Louis Baltimore VP, Investor Relations
Louis.Baltimore@heliogen.com
Media Contact: Longacre Square Partners Joe Germani /
Miller Winston heliogen@longacresquare.com
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