CIRCOR International Renews Shareholder Rights Plan
September 23 2009 - 3:05PM
Business Wire
CIRCOR International, Inc. (NYSE: CIR), a provider of valves and
other highly engineered products and subsystems that control the
flow of fluids safely and efficiently in the aerospace, energy and
industrial markets, announced today that its Board of Directors has
renewed its Shareholder Rights Plan, which originally was adopted
by CIRCOR’s Board of Directors in September 1999 and amended in
November 2006. The renewed Plan will expire on September 24,
2019.
Bill Higgins, CIRCOR’s chairman and chief executive officer,
stated, “The Board believes that a Shareholder Rights Plan
continues to enhance its ability to protect shareholder interests
and ensures that shareholders receive fair treatment in the event
of any coercive takeover attempt. The Plan is intended to provide
CIRCOR’s Board with sufficient time to consider any and all
alternatives to such an action and protect the interests of all its
shareholders.”
In connection with the renewal of the Shareholder Rights Plan,
the Board of Directors declared a dividend distribution of one
preferred stock purchase right for each outstanding share of
CIRCOR’s common stock to shareholders of record as of the close of
business on September 24, 2009. Initially, these rights will not be
exercisable and will trade with the shares of CIRCOR’s common
stock. Under the Shareholder Rights Plan, the rights generally will
become exercisable if a person becomes an “acquiring person” by
acquiring 15% or more of the common stock of CIRCOR (20% in the
case of passive institutional investors) or if a person commences a
tender offer that could result in that person owning 15% or more of
the common stock of CIRCOR (20% in the case of passive
institutional investors). If a person becomes an “acquiring
person,” each holder of a right (other than the acquiring person)
would be entitled to purchase, at the then-current exercise price,
such number of shares of preferred stock which are equivalent to
shares of CIRCOR’s common stock having a value of twice the
exercise price of the right. If CIRCOR is acquired in a merger or
other business combination transaction after any such event, each
holder of a right would then be entitled to purchase, at the
then-current exercise price, shares of the acquiring company’s
common stock having a value of twice the exercise price of the
right.
About CIRCOR International, Inc. CIRCOR International,
Inc. provides valves and other highly engineered products and
subsystems that control the flow of fluids safely and efficiently
in the aerospace, energy and industrial markets. With more than
9,000 customers in over 100 countries, CIRCOR has a diversified
product portfolio with recognized, market-leading brands. CIRCOR’s
strategy includes growing organically by investing in new,
differentiated products; adding value to component products; and
increasing the development of mission-critical subsystems. The
Company also plans to leverage its strong balance sheet to acquire
complementary businesses.
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