Syniverse Adopts Stockholder Rights Plan
November 17 2008 - 7:13AM
Business Wire
Syniverse Holdings, Inc. (NYSE:SVR), a leading provider of
technology and business solutions for the global telecommunications
industry, today announced that it has adopted a Stockholder Rights
Plan. The Rights Plan is designed to ensure that all Syniverse
stockholders are treated fairly in the event of any unsolicited
takeover of Syniverse; it is not intended to prevent a takeover of
Syniverse on terms that are fair to and in the best interests of
stockholders. Syniverse is not aware of any pending unsolicited
takeover offer for the company. The Board believes it is
appropriate to adopt the Rights Plan in light of the recent decline
in the market price of Syniverse�s common stock and the fact that
the company has an open corporate governance profile with no
staggered board, and unlike many other public companies, no
protections under Section 203 of the Delaware General Corporation
Law. As a result of the Board�s adoption of the Rights Plan, one
preferred stock purchase right will be distributed as a dividend on
each common share held of record as of the close of business on
Nov. 28, 2008. Each �Right,� if and when it becomes exercisable,
entitles the holder to buy one one-thousandth of a share of a new
series of junior participating preferred stock of Syniverse for
$33. Initially the Rights will be represented by Syniverse common
stock certificates and will not be exercisable. If any person or
group becomes the beneficial owner of 15% or more of the Syniverse
common stock at any time after the Nov. 16, 2008, date of adoption
of the Rights Plan (such person or group, an �acquiring person�),
then, with certain limited exceptions, each Right not owned by such
acquiring person will become exercisable to purchase in lieu of
preferred shares, a number of shares of common stock equal to the
then current exercise price of the Right divided by 50% of the then
current trading price of Syniverse stock. In addition, if, after
any person has become an acquiring person, the company is involved
in a merger or other business combination transaction with another
person, each Right will entitle its holder (other than such
acquiring person) to purchase, at the Right�s then-current exercise
price, a number of common shares of the acquiring company equal to
the then current exercise price of the Right divided by 50% of the
then current trading price of the acquiring company�s stock.
Syniverse may redeem the Rights at a price of $0.01 per Right at
any time prior to the date on which any person has become an
acquiring person. The Rights Plan will continue in effect until the
close of business November 16, 2011, unless earlier redeemed or
terminated by Syniverse, as provided in the Rights Plan. In the
event the rights become exercisable, Syniverse will have the right
to designate as payment other consideration in lieu of common stock
having equal value. About Syniverse Syniverse Technologies
(NYSE:SVR) provides solutions that allow more than 600
communications companies in over 120 countries to provide seamless
mobile services by making it possible for disparate technologies
and standards to interoperate. Syniverse's flexibility and customer
focus permit its customers to quickly react to market changes and
demands, enabling the delivery of everything from voice calls to
sophisticated data and video services wherever and whenever
subscribers need them. With more than 20 years in the industry,
Syniverse is headquartered in Tampa, Florida, U.S.A., and has
offices in major cities around the globe. Syniverse is ISO
9001:2000 certified and TL 9000 approved, adhering to the
principles of customer focus and quality improvement practices.
More information is available at www.syniverse.com. Cautionary
Notice Regarding Forward-Looking Statements Certain of the
statements in this new release may constitute "forward-looking
statements" for purposes of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Act of 1934, and as such may
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
Syniverse to be materially different from the future results,
performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are
based upon information presently available to the Company's
management and are inherently subjective, uncertain and subject to
change, due to any number of risks and uncertainties, including,
without limitation, those other risks and factors discussed in
Syniverse's Annual Report on Form 10-K for the year ended December
31, 2007 under the captions "Management's Discussion and Analysis
of Financial Condition and Results of Operations - Forward-Looking
Statements" and "Risk Factors" and otherwise in Syniverse's reports
and filings that it makes with the Securities and Exchange
Commission. You should not place undue reliance on any
forward-looking statements, since those statements speak only as of
the date that they are made. Syniverse has no obligation and does
not undertake to publicly update, revise or correct any of the
forward-looking statements after the date of this news release, or
after the respective dates on which such statements otherwise are
made, whether as a result of new information, future events or
otherwise, except as otherwise may be required by law.
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