Opinion Research Announces New Stockholder Rights Plan That Replaces Expiring Plan
29 September 2006 - 7:01AM
PR Newswire (US)
PRINCETON, N.J., Sept. 28 /PRNewswire-FirstCall/ -- Opinion
Research Corporation (NASDAQ:ORCI) announced today that its Board
of Directors has adopted a new Stockholder Rights Plan to replace
the plan that was adopted on September 13, 1996 and expires on
October 3, 2006. The Stockholder Rights Plan is designed to protect
stockholders from potentially abusive takeover tactics. John Short,
the Company's Chairman and Chief Executive Officer, stated that the
plan is designed to assure all stockholders of fair and equal
treatment in the event of any proposed takeover of the Company. Mr.
Short stated that the Board has concluded that the adoption of a
short-term rights plan with substantially the same terms as the
plan that will expire in October is necessary in order to ensure
that all stockholders will be able to continue to benefit from the
outstanding value arising as a result of the recently announced
proposed acquisition of the Company by infoUSA Inc. The terms of
the newly adopted rights plan are substantially similar to the plan
that will expire in October. The Company will distribute one stock
purchase right for each common share held as of October 3, 2006.
Upon the occurrence of certain events, each right will entitle
stockholders to purchase, upon exercise, Common Stock of the
Company having a value equal to four times the exercise price of
the rights. The rights will expire one year after that
distribution. The expiration date of the rights may not be extended
beyond October 3, 2007 unless stockholders of the Company holding
at least a majority of the then outstanding shares of common stock
approve an extension. Mr. Short stated: "We consider the Rights
Plan to be the best available means of protecting our stockholders'
right to retain their equity investment in the Company and the full
value of that investment. The newly adopted rights plan will not
foreclose a fair acquisition bid for the Company that is superior
to the infoUSA transaction." About Opinion Research Corporation
Founded in 1938, Opinion Research Corporation provides commercial
market research, health and demographic research for government
agencies, information services and consulting. The company is a
pioneering leader in the science of market and social research and
has built an international organization to support market
intelligence in both public and commercial markets. Further
information is available at http://www.opinionresearch.com/.
Forward-looking Statements This press release contains, within the
meaning of the safe harbor provision of the Private Securities
Litigation Reform Act of 1995, forward-looking statements that are
based on management's beliefs and assumptions, current
expectations, estimates and projections. These statements are
subject to risks and uncertainties and therefore actual results may
materially differ. The Company disclaims any obligation to update
any forward-looking statements whether as a result of new
information, future events, or otherwise. Important factors and
risks that may affect future results are described in the Company's
filings with the Securities and Exchange Commission, copies of
which are available on the Investor Relations section of the
Company's website or upon request from the Company. DATASOURCE:
Opinion Research Corporation CONTACT: Douglas L. Cox, Executive
Vice President, Chief Financial Officer of Opinion Research
Corporation, +1-609-452-5274 Web site:
http://www.opinionresearch.com/
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