MFB Corp. Announces Renewal of Shareholder Rights Plan
03 October 2006 - 5:41AM
Business Wire
MFB Corp. (NASDAQ:MFBC), (the "Corporation"), today announced that
the Board of Directors has renewed the Corporation�s Shareholder
Rights Plan, which was originally adopted and has been in place
since October, 1996 and which expired on October 1, 2006, through
the adoption of a new Shareholder Rights Plan (the "Plan"). Like
the prior plan, the Plan is designed to enhance long term
shareholder value by limiting the ability of individuals to engage
in inadequate, undesirable or hostile takeover attempts. The Plan
also allows the Corporation to carry out its strategic plan of
enhancement of long term shareholder value as a local, independent
community bank. The Plan has not been adopted in response to any
major purchase of Corporation common stock and the Corporation is
not aware of any such major purchase. Rather, the Board of
Directors has renewed the Plan at this time in order to safeguard
the interests of the Corporations� shareholders. To implement the
Plan, shareholders of record as of October 21, 2006, will receive
one right for each outstanding share of the Corporation's Common
Stock. Initially, the Rights will trade automatically with the
Common Stock and separate Right Certificates will not be issued.
The Rights will expire on October 2, 2016, unless earlier redeemed
or exchanged. The Board of Directors of the Corporation may approve
redemption of the Rights in whole, but not in part, at a price of
$.01 per Right. Each Right entities the registered holder, subject
to the terms of the Rights Agreement, to purchase from the
Corporation one share of the Corporation's Common Stock at a
purchase price of $93.00 per share, subject to adjustment. The
Rights will not be exercisable until a subsequent distribution date
which will occur only if a person or group (excluding certain
related persons) acquires beneficial ownership of 12% or more of
the Corporation's Common Stock (or 10% if a person or group of
persons is declared an "Adverse Person" by the Corporation's
Board), or announces a tender or exchange offer that would result
in such person or group owning 30% or more of the Common Stock.
Upon the happening of certain other events, the Rights become
exercisable to purchase shares of Common Stock of the Corporation
(or, in certain circumstances, other consideration) at a 50%
discount to market price. The Plan will be described in the
Corporation�s Form 8-A filing with the SEC and in a summary that
will be mailed to all shareholders. Mr. Viater explained that the
renewal of the Plan will permit the Corporation's directors and
management to continue to build long term value for the
shareholders and maintain a locally owned and operated banking
alternative in Mishawaka, Indiana and the surrounding communities.
Mr. Viater further pointed out that the issuance of the Rights has
no dilutive effect on the shares themselves or on the Corporation's
earnings. MFB Corp.�s wholly-owned bank subsidiary, MFB Financial,
provides retail and business financial services to the Michiana
area through its eleven banking centers in St. Joseph and Elkhart
Counties and private client services to the Indianapolis market
through its office in Hamilton County. For more information, go to
www.mfbbank.com. Forward-Looking Information Pursuant to the �Safe
Harbor� provision in the Private Securities Litigation Reform Act
of 1995, statements in this Press Release relating to plans,
strategies, economic performance and trends, projections of results
of specific activities or investments and other statements that are
not descriptions of historical facts may be forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
information is inherently subject to risks and uncertainties, and
actual results could differ materially from those currently
anticipated due to a number of factors, which include, but are not
limited to, risk factors discussed in the Corporation�s Annual
Report on Form 10-K and in other documents filed by the Corporation
with the Securities and Exchange Commission from time to time.
Forward-looking statements may be identified by terms such as
�may,� �will,� �should,� �could,� �expects,� �plans,� �intends,�
�anticipates,� �believes,� �estimates,� �predicts,� �forecasts,�
�potential� or �continue� or similar terms or the negative of these
terms. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
results, levels of activity, performance or achievements. The
Corporation has no obligation to update these forward-looking
statements. MFB Corp. (NASDAQ:MFBC), (the "Corporation"), today
announced that the Board of Directors has renewed the Corporation's
Shareholder Rights Plan, which was originally adopted and has been
in place since October, 1996 and which expired on October 1, 2006,
through the adoption of a new Shareholder Rights Plan (the "Plan").
Like the prior plan, the Plan is designed to enhance long term
shareholder value by limiting the ability of individuals to engage
in inadequate, undesirable or hostile takeover attempts. The Plan
also allows the Corporation to carry out its strategic plan of
enhancement of long term shareholder value as a local, independent
community bank. The Plan has not been adopted in response to any
major purchase of Corporation common stock and the Corporation is
not aware of any such major purchase. Rather, the Board of
Directors has renewed the Plan at this time in order to safeguard
the interests of the Corporations' shareholders. To implement the
Plan, shareholders of record as of October 21, 2006, will receive
one right for each outstanding share of the Corporation's Common
Stock. Initially, the Rights will trade automatically with the
Common Stock and separate Right Certificates will not be issued.
The Rights will expire on October 2, 2016, unless earlier redeemed
or exchanged. The Board of Directors of the Corporation may approve
redemption of the Rights in whole, but not in part, at a price of
$.01 per Right. Each Right entities the registered holder, subject
to the terms of the Rights Agreement, to purchase from the
Corporation one share of the Corporation's Common Stock at a
purchase price of $93.00 per share, subject to adjustment. The
Rights will not be exercisable until a subsequent distribution date
which will occur only if a person or group (excluding certain
related persons) acquires beneficial ownership of 12% or more of
the Corporation's Common Stock (or 10% if a person or group of
persons is declared an "Adverse Person" by the Corporation's
Board), or announces a tender or exchange offer that would result
in such person or group owning 30% or more of the Common Stock.
Upon the happening of certain other events, the Rights become
exercisable to purchase shares of Common Stock of the Corporation
(or, in certain circumstances, other consideration) at a 50%
discount to market price. The Plan will be described in the
Corporation's Form 8-A filing with the SEC and in a summary that
will be mailed to all shareholders. Mr. Viater explained that the
renewal of the Plan will permit the Corporation's directors and
management to continue to build long term value for the
shareholders and maintain a locally owned and operated banking
alternative in Mishawaka, Indiana and the surrounding communities.
Mr. Viater further pointed out that the issuance of the Rights has
no dilutive effect on the shares themselves or on the Corporation's
earnings. MFB Corp.'s wholly-owned bank subsidiary, MFB Financial,
provides retail and business financial services to the Michiana
area through its eleven banking centers in St. Joseph and Elkhart
Counties and private client services to the Indianapolis market
through its office in Hamilton County. For more information, go to
www.mfbbank.com. Forward-Looking Information Pursuant to the "Safe
Harbor" provision in the Private Securities Litigation Reform Act
of 1995, statements in this Press Release relating to plans,
strategies, economic performance and trends, projections of results
of specific activities or investments and other statements that are
not descriptions of historical facts may be forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
information is inherently subject to risks and uncertainties, and
actual results could differ materially from those currently
anticipated due to a number of factors, which include, but are not
limited to, risk factors discussed in the Corporation's Annual
Report on Form 10-K and in other documents filed by the Corporation
with the Securities and Exchange Commission from time to time.
Forward-looking statements may be identified by terms such as
"may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "forecasts,"
"potential" or "continue" or similar terms or the negative of these
terms. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
results, levels of activity, performance or achievements. The
Corporation has no obligation to update these forward-looking
statements.
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