News Release
The terms of the amended shareholder rights agreement (the “Revised Rights Agreement”):
(i) | Increase the ownership threshold for triggering the rights agreement to 20 percent of the outstanding shares of the Company’s common stock from 15 percent. Investors holding in excess of 20 percent on the date of amendment are exempted from this provision and “frozen” at current ownership, although these investors may increase their ownership by up to one percent. | ||||
(ii) | Add a “qualifying offer” provision to allow shareholders representing at least 10% of the outstanding shares of the Company’s common stock to call a special meeting to vote to rescind the Revised Rights Agreement if a qualified offer is received. | ||||
(iii) | Eliminate “dead hand” provisions that allowed only “continuing directors” to redeem stock purchase rights issued under the existing rights agreement. | ||||
(iv) | Require approval by a majority of Tredegar shareholders within 12 months of the amendment. If the Revised Rights Agreement is not approved by a majority of Tredegar shareholders within 12 months of the amendment, the Board must redeem the Revised Rights Agreement. | ||||
(v) | Require re-approval of the Revised Rights Agreement by the majority of Tredegar shareholders by the third anniversary of initial shareholder approval. If the Revised Rights Agreement is not re-approved by a majority of Tredegar shareholders within such three years, the Board must redeem the Revised Rights Agreement. |
The expiration date of the Revised Rights Agreement remains
“Tredegar’s Board of Directors is focused on strengthening the Company’s
corporate governance practices and ensuring they are closely aligned
with the interests of our shareholders and corporate governance best
practices,” said
The Company will be filing a Current Report on Form 8-K with the
About
FORWARD-LOOKING AND CAUTIONARY STATEMENTS
Some of the information contained in this press release may constitute
“forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995. When
we use the words “believe,” “estimate,” “anticipate,” “expect,”
“project,” “likely,” “may” and similar expressions, we do so to identify
forward-looking statements. Such statements are based on our then
current expectations and are subject to a number of risks and
uncertainties that could cause actual results to differ materially from
those addressed in the forward-looking statements. It is possible that
our actual results and financial condition may differ, possibly
materially, from the anticipated results and financial condition
indicated in or implied by these forward-looking statements.
Accordingly, you should not place undue reliance on these
forward-looking statements. Factors that could cause actual results to
differ from expectations include, without limitation: acquired
businesses, including
Source:
Neill Bellamy, 804-330-1211
Fax: 804-330-1777
neill.bellamy@tredegar.com