Jason Industries Adopts Stockholder Rights Agreement
03 September 2019 - 10:00PM
Business Wire
Jason Industries, Inc. (NASDAQ:JASN) (“Jason” or the “Company”)
today announced that its Board of Directors authorized the adoption
of a stockholder rights agreement with an eighteen month term (the
“Rights Agreement”). The main purpose of the Rights Agreement is to
protect the Company’s credit agreement from default which could
occur if a person or group acquired a significant ownership of the
Company’s outstanding common stock triggering a change in control.
A change in control under the credit agreement occurs when a person
or group acquires a 35 percent direct or indirect equity voting
power in Jason Partners Holdings Inc. The Rights Agreement also
protects the interest and investment of the Company’s
stockholders.
The Rights Agreement is intended to protect stockholders from
coercive or otherwise unfair takeover tactics. In general terms, it
works by imposing a significant penalty upon any person or group
which acquires 30 percent or more of Jason’s outstanding common
stock without the approval of the Board of Directors. The Rights
Agreement should not interfere with any merger or other business
combination approved by Jason’s Board of Directors.
“This agreement protects the Company’s credit facility and is
consistent with our commitment to ensuring that all Jason
stockholders realize the value of their investment,” said Brian
Kobylinski, Jason Industries, Inc. President, Chief Executive
Officer and Chairman of the Board.
Pursuant to the Rights Agreement, the Company will issue one
preferred share purchase right for each outstanding share of the
Company’s common stock to stockholders of record on the close of
business on September 6, 2019. Initially, these rights will not be
exercisable and will trade with the shares of the Company’s common
stock.
Under the Rights Agreement, the rights will generally become
exercisable only if a person or group acquires beneficial ownership
of 30 percent or more of the outstanding shares of the Company’s
common stock without first obtaining approval from the Board of
Directors, or announces a tender or exchange offer that would
result in beneficial ownership of 30 percent or more of the
Company’s outstanding common stock. In such situation, each holder
of a right (other than the acquiring person or group) will
generally be entitled to purchase one one-thousandth (1/1,000) of a
share of a series of junior preferred stock, for $5, subject to
adjustment.
Unless earlier redeemed, terminated or exchanged pursuant to the
terms of the Rights Agreement, the rights will expire at the close
of business on March 1, 2021.
If a stockholder or group beneficially owns 30 percent or more
of the Company’s outstanding common stock at the time of the
announcement of the Rights Agreement, then that stockholder’s
existing ownership percentage will be grandfathered, although, with
certain exceptions, the rights will become exercisable if at any
time after the announcement of the Rights Agreement such
stockholder increases its ownership of the Company’s common stock
by 0.001 percent or more.
Details about the Rights Agreement will be contained in a Form
8-K to be filed by the Company with the U.S. Securities and
Exchange Commission.
About Jason Industries, Inc.
The Company is the parent company to a global family of
manufacturing leaders within the finishing, components, and seating
markets, including Osborn (Richmond, Ind. and Burgwald, Germany),
Metalex (Libertyville, Ill.), and Milsco (Milwaukee, Wis.).
Headquartered in Milwaukee, Wis., Jason employs more than 2,600
people in 13 countries. To learn more, please visit
www.jasoninc.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20190903005266/en/
Investor Relations Rachel Zabkowicz investors@jasoninc.com
414.277.2007
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