Houston Wire & Cable Protects Company From Unsolicited Takeovers
May 19, 2009 (FinancialWire) — The Houston Wire & Cable Company (NASDAQ: HWCC) board of directors has adopted a stockholder rights plan to protect the company and its stockholders from unsolicited attempts or inequitable offers to acquire the company. The plan has no immediate dilutive effect and does not affect the board’s ability to accept a fair offer to acquire the company in a negotiated transaction.
To implement the plan, the company has declared a dividend distribution of one preferred stock purchase right for each outstanding share of the company’s common stock. Each right will entitle the holder to buy one one-thousandth of a share of a new series of junior participating preferred stock at a purchase price of $40.00, subject to adjustment. The distribution will be made on or after May 28, 2009 to stockholders of record as of the close of business on that date and is not taxable to stockholders.
The rights are designed to enable all company stockholders to realize the full long-term value of their investment and to provide for fair and equal treatment for all stockholders in the event that an unsolicited attempt is made to acquire the company.
The company’s board of directors believes the value of the company is not reflected in the current market price of the company’s stock, which may make the company vulnerable to abusive takeover tactics. The rights plan was not adopted in response to any known offers to acquire the company and is similar to rights agreements adopted by many other companies. The board will submit the rights plan for ratification by the company’s stockholders at the next annual meeting.
Headquartered in Houston, Texas, Houston Wire & Cable Company distributes specialty wire and cable and related services in the U.S. electrical market.
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