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Old 06-20-2012, 03:47 PM   #1
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Navistar Adopts Stockholder's Rights Plan

For Immediate Release


Navistar Adopts Stockholder's Rights Plan

Courtesy of RV Daily Report, Greg Gerber, Editor

LISLE, Ill. -- Navistar International Corporation today announced that its board of directors has adopted a Stockholder Rights Plan and declared a dividend of one right on each outstanding share of Navistar common stock.

The plan is designed to deter coercive takeover tactics including the accumulation of shares in the open market or through private transactions and to prevent an acquiror from gaining control of the company without offering a fair and adequate price to all of the company's stockholders.
Pursuant to the plan, one preferred stock purchase right will be distributed as a dividend on each share of the company's common stock held of record as of the close of business on June 29.

Each right initially will entitle stockholders to buy a unit representing one one-thousandth of a share of a new series of preferred stock of the Company for $140. The rights generally will be exercisable only if a person or group acquires beneficial ownership (including through derivatives) of 15 percent or more of the company's common stock or commences a tender or exchange offer upon consummation of which such person or group would beneficially own 15 percent or more of the company's common stock. If a person or group acquires beneficial ownership of 15 percent or more of the company's common stock, each right -- other than rights held by the acquiror -- will, unless the rights are redeemed by the company, become exercisable upon payment of the exercise price of $140 for common stock of the company having a market value of twice the exercise price of the right.

The rights may be redeemed by the company for $0.001 per right at any time until the 10th business day following the first public announcement of the acquisition of beneficial ownership of 15 percent of the company's common stock.

The plan exempts any person or group owning 15 percent or more of the company's common stock as of the time of the first public announcement of the rights plan, but only for so long as such person or group does not become the beneficial owner of any additional shares of common stock (including through derivatives).

The rights will expire on June 18, 2013.

Details about the rights plan will be contained in a Form 8-K to be filed by the company with the U.S. Securities and Exchange Commission.
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Old 06-21-2012, 12:49 AM   #2
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Old 06-21-2012, 01:49 AM   #3
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This is commonly known as a "poison pill" defense. Most companies I've been associated with have implemented these only after shareholder approval as an agenda item at an annual meeting, but whatever....

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Old 06-21-2012, 06:12 PM   #4
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Quote:
Originally Posted by RustyJC View Post
This is commonly known as a "poison pill" defense.
Rusty, I saw this very same "title" on RV Business.
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