Simpson Manufacturing Co., Inc. Updates Stockholder Rights Plan
June 15 2009 - 4:56PM
PR Newswire (US)
PLEASANTON, Calif., June 15 /PRNewswire-FirstCall/ -- Simpson
Manufacturing Co., Inc. (the "Company") (NYSE:SSD) announced today
that it has updated and extended a Stockholder Rights Plan, which
has been in effect since July 30, 1999, and had been scheduled to
expire on July 29, 2009. The Plan is designed to ensure that the
Company's Board of Directors is able to take appropriate action to
protect the interests of the Company and its stockholders. The Plan
would help the Board to maximize stockholder value in the event of
a change of control of the Company, and otherwise to resist actions
that the Board considers likely to injure the Company or its
stockholders. To implement the Plan, the Company's Board of
Directors declared a dividend of one preferred stock purchase right
(a "Right") for each outstanding share of the Company's Common
Stock held of record at the close of business on August 19, 1999. A
Right is also attached to each share of the Company's Common Stock
issued thereafter. Each Right represents a contingent right to
purchase, under certain circumstances, a fractional share of a
series of preferred stock created in 1999 in connection with the
initial adoption of the Plan. The Rights would become exercisable
and trade independently from the Company's Common Stock on the
direct or indirect acquisition by a person or group of 15 percent
or more of the Company's Common Stock, or 10 days after
commencement of a tender offer or exchange offer for the Company's
Common Stock that would result in a person or group directly or
indirectly owning or controlling 15 percent or more of the
Company's Common Stock. The Rights will now expire June 14, 2019,
unless the Company's Board of Directors determines to redeem the
Rights earlier. The Rights can be redeemed by the Company at a
price of $0.01 per Right at any time before the Rights become
exercisable, but thereafter only in limited circumstances. The
issuance of Rights was not and is not taxable to stockholders. The
amendments to the Plan include, in addition to extending the
expiration date for approximately 10 years, updating the amount of
the purchase price payable on exercise of Rights, expanding the
definition of "Beneficial Ownership" to comprehend cash-settled
positions that do not involve actual ownership of shares,
reflecting the succession of Computershare Trust Company, N.A. as
Rights Agent, providing additional procedures for an exchange
pursuant to the Rights Agreement, and various updating and
technical corrections and clarifications. For further information,
contact Barclay Simpson at (925) 560-9032. DATASOURCE: Simpson
Manufacturing Co., Inc. CONTACT: Barclay Simpson of Simpson
Manufacturing Co., Inc., +1-925-560-9032 Web Site:
http://www.simpsonmfg.com/
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