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,
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.
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.
more information, visit www.rpminc.com