Immersion Announces Adoption of Stockholder Rights Plan
27 December 2017 - 9:50PM
Business Wire
Immersion Corporation (Nasdaq: IMMR), the leading developer and
licensor of touch feedback technology, today announced that its
Board of Directors has adopted a limited duration stockholder
rights plan (the “Rights Plan”). The rights will expire on December
26, 2018. The Board of Directors may redeem the rights for $0.001
per right at any time before an event that causes the rights to
become exercisable.
As previously disclosed, Immersion recently executed a series of
restructuring actions designed to sharpen the Company’s strategic
focus and establish a more cost-efficient operating structure. In
addition, on December 26, 2017, the Board of Directors appointed
Ms. Sharon Holt to serve as Lead Independent Director. Immersion’s
Chairman of the Board, Carl Schlachte, who had previously served in
that role, is currently serving as interim Chief Executive
Officer.
The Board of Directors adopted the Rights Plan in light of the
recent accumulation of meaningful positions in the Company’s shares
by certain stockholders, to ensure that the Board remains in the
best position to perform its fiduciary duties and enable all of
Immersion’s stockholders to receive fair and equal treatment. The
Rights Plan is designed to protect the interests of Immersion and
its stockholders by reducing the likelihood that any person or
group gains control of Immersion through open market accumulation,
private transactions or other tactics without appropriately
compensating the Immersion stockholders for such control and by
providing the Board and stockholders with sufficient time to review
and make informed decisions. The Rights Plan, which was adopted by
the Board of Directors following evaluation and consultation with
the Company’s advisors, is similar to plans adopted by numerous
publicly-traded companies. It was not adopted in response to any
specific takeover bid or other proposal to acquire control of the
Company.
Pursuant to the Rights Plan, one preferred stock purchase right
will be issued for each share of common stock held by stockholders
of record on January 8, 2018. Under the Rights Plan, the rights
will become exercisable only if a person or group acquires
beneficial ownership of 10% or more of Immersion’s common stock
(including in the form of synthetic ownership through derivative
positions). In that situation, each holder of a right (other than,
as detailed in the Rights Plan, the person or group triggering the
rights) will be entitled to purchase, at the then-current exercise
price (which was initially set at $30 per right), shares of common
stock (and, in certain circumstances, other consideration) having a
market value of twice the exercise price of the right. Any existing
stockholder or group that has beneficial ownership of 10% or more
of the Immersion’s common stock will be grandfathered, but the
rights will become exercisable if after the announcement of the
Rights Plan such stockholder or group increases its ownership by
more than 0.5% of the company’s outstanding common stock.
At any time after any person or group acquires beneficial
ownership of 10% or more of Immersion’s common stock, the Board of
Directors, at its option, may exchange each right (other than, as
detailed in the Rights Plan, the person or group triggering the
rights) in whole or in part, at an exchange ratio of one share of
common stock per outstanding right (subject to adjustment).
The adoption of the Rights Plan will not be a taxable event and
will not have any impact on the Company’s financial reporting.
Additional details about the Rights Plan will be contained in a
Form 8-K filed by Immersion with the U.S. Securities and Exchange
Commission on December 27, 2017.
Centerview Partners is acting as financial advisor to Immersion,
and Fenwick & West LLP and Richards, Layton & Finger, P.A.,
are legal advisors to Immersion.
About Immersion Corporation
Immersion is the leading innovator of touch feedback technology,
also known as haptics. The company provides technology solutions
for creating immersive and realistic experiences that enhance
digital interactions by engaging users' sense of touch. With more
than 2,600 issued or pending patents, Immersion's technology has
been adopted in more than 3 billion digital devices, and provides
haptics in mobile, automotive, advertising, gaming, medical and
consumer electronics products. Immersion is headquartered in San
Jose, California with offices worldwide. Learn more at
www.immersion.com.
Immersion and the Immersion logo are trademarks of Immersion
Corporation in the United States and other countries.
(IMMR – C)
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version on businesswire.com: http://www.businesswire.com/news/home/20171227005098/en/
Immersion CorporationNancy Erba, 408-350-8850Chief
Financial Officernerba@immersion.comorAbernathy
MacGregorKensey Biggs, 212-371-5999 or 212-940-9519Senior Vice
Presidentkcb@abmac.comorMacKenzie Partners, IncJeanne Carr,
212-929-5916Managing Directorjcarr@mackenziepartners.com
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