Adhesives Magazine

RPM International Renews Stockholder Rights Plan (4/28/09)

April 28, 2009

RPM International Inc. recently announced that its board of directors has adopted a new Stockholder Rights Plan to replace the rights plan that was originally adopted in 1999 and will expire in May 2009. The new plan is substantively similar to its predecessor. Under the new plan, the RPM board declared a dividend distribution of one right for each outstanding share of RPM's common stock, payable May 11, 2009.

The rights will initially trade together with shares of RPM's common stock and will not be exercisable. The rights generally will become exercisable and allow the holder to acquire shares of RPM's common stock at a discounted price if a person or group acquires 15% or more of RPM's outstanding shares. Rights held by persons who exceed the applicable threshold will be void. Under certain circumstances, the rights will entitle the holder to buy shares in an acquiring entity at a discounted price.

RPM's board may, at its option, redeem all rights for $0.001 per right, generally at any time prior to the rights becoming exercisable. The rights will expire May 11, 2019, unless earlier redeemed, exchanged or amended by the board. The new plan specifically provides that the board will review the status of the new plan at the end of five years to determine if any such action should be taken.

"Stockholder rights plans are common in major American companies and provide a well-accepted approach to ensuring that all stockholders receive a fair price and are treated equally in the event of a takeover," said Frank C. Sullivan, chairman and chief executive officer of the specialty coatings company.

Mr. Sullivan stated that the renewal of the plan was not taken in response to or in anticipation of any specific or proposed change in control of RPM.

The issuance of the rights is not a taxable event, will not affect RPM's reported financial condition or results of operations, including earnings per share, and will not change the way in which shares of RPM's common stock are currently traded.

For more information, visit www.rpminc.com.