WICHITA, Kan., April 23, 2020 /PRNewswire/ -- Spirit
AeroSystems Holdings, Inc. [NYSE: SPR] announced that on
April 22, 2020, its Board of
Directors adopted a limited duration stockholder rights agreement
(the "Rights Agreement") and declared a dividend of one right
("Right") for each outstanding share of common stock outstanding as
of the record date. The record date for the dividend is
May 1, 2020. The Rights Agreement
expires, without any further action being required to be taken by
the Spirit Board of Directors, on April 22,
2021.
"Spirit and the aerospace industry are facing unprecedented
disruption from the COVID-19 pandemic," said Tom Gentile, Spirit AeroSystems President &
CEO. "While we are confident in our ability to weather the effects
of the pandemic and emerge as a stronger company, we are adopting
the Rights Agreement to protect Spirit and its stockholders from
parties seeking to take advantage of Spirit's lower stock price and
the current market environment."
The adoption of the Rights Agreement is intended to enable all
Spirit stockholders to realize the long-term value of their
investment in Spirit by reducing the likelihood that a person gains
a controlling interest in Spirit through open market accumulation
or other tactics without paying an appropriate control premium.
While the Rights Agreement will not prevent a takeover, it will
encourage anyone seeking to gain a controlling interest in Spirit
to negotiate with Spirit prior to attempting a takeover. The Rights
Agreement does not deter the Spirit Board of Directors from
considering any offer that is fair to and otherwise in the best
interest of Spirit stockholders.
The rights generally become exercisable if a person or group
(including a group of persons who agree to act in concert with each
other) acquires beneficial ownership of 10% or more of Spirit's
common stock in a transaction not approved by the Spirit Board of
Directors. Passive investors in Spirit, meaning such persons
holding shares of the common stock of Spirit without a plan or an
intent to change or influence the control of Spirit (including
Schedule 13G filers), are permitted to hold up to 20% without
triggering the exercise of the rights.
In the event the rights become exercisable, each holder of a
right (other than the acquiring person or group, whose rights will
become void and will not be exercisable) will have the right to
purchase, upon payment of the exercise price and in accordance with
the terms of the Rights Agreement, a number of shares of Spirit
common stock having a market value of twice the exercise price. In
addition, if Spirit is acquired in a merger or other business
combination after an acquiring person acquires 50% or more of
Spirit common stock, each holder of the right would thereafter have
the right to purchase, upon payment of the exercise price and in
accordance with the terms of the Rights Agreement, a number of
shares of common stock of the acquiring person having a market
value of twice the exercise price. The acquiring person or group
would not be entitled to exercise these rights.
Prior to being triggered, the rights may be redeemed by the
Spirit Board of Directors if permitted under Spirit's credit
agreement. The Spirit Board of Directors may also accelerate the
expiration of the Rights Agreement.
Further details of the Rights Agreement will be contained in a
Current Report on Form 8-K and in a Registration Statement on Form
8-A that Spirit will be filing with the Securities and Exchange
Commission (SEC).
On the web: www.spiritaero.com
On Twitter: @SpiritAero
About Spirit AeroSystems Inc.
Spirit
AeroSystems designs and builds aerostructures for both commercial
and defense customers. With headquarters in Wichita, Kansas, Spirit operates
sites in the U.S., U.K., France and Malaysia. The company's
core products include fuselages, pylons, nacelles and wing
components for the world's premier
aircraft. Spirit AeroSystems focuses
on affordable, innovative
composite and aluminum manufacturing solutions to support customers
around the globe. More information is available
at www.SpiritAero.com.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains "forward-looking statements" that
may involve many risks and uncertainties. Forward-looking
statements generally can be identified by the use of
forward-looking terminology such as "aim," "anticipate," "believe,"
"could," "continue," "estimate," "expect," "goal," "forecast,"
"intend," "may," "might," "objective," "outlook," "plan,"
"predict," "project," "should," "target," "will," "would," and
other similar words, or phrases, or the negative thereof, unless
the context requires otherwise. These statements reflect
management's current views with respect to future events and are
subject to risks and uncertainties, both known and unknown. Our
actual results may vary materially from those anticipated in
forward-looking statements. We caution investors not to place undue
reliance on any forward-looking statements. Important factors that
could cause actual results to differ materially from those
reflected in such forward-looking statements and that should be
considered in evaluating our outlook include, without limitation,
the timing and conditions surrounding the return to service of the
737 MAX and any related impacts on our production rate; our
reliance on Boeing for a significant portion of our revenues; our
ability to execute our growth strategy, including our ability to
timely complete and integrate our announced Asco and Bombardier
acquisitions; our ability to accurately estimate and manage
performance, cost, and revenue under our contracts; demand for our
products and services and the effect of economic or geopolitical
conditions in the industries and markets in which we operate in the
U.S. and globally; our ability to manage our liquidity, borrow
additional funds or refinance debt; the impact of the COVID-19
pandemic on our business and operations, including on the demand
for our and our customers' products and services, on trade and
transport restrictions, on the global aerospace supply chain, on
our ability to retain the skilled work force necessary for
production and development and generally on our ability to
effectively manage the impacts of the COVID-19 pandemic on our
business operations; and other factors disclosed in our filings
with the Securities and Exchange Commission. These factors are not
exhaustive and it is not possible for us to predict all factors
that could cause actual results to differ materially from those
reflected in our forward-looking statements. These factors speak
only as of the date hereof, and new factors may emerge or changes
to the foregoing factors may occur that could impact our business.
Except to the extent required by law, we undertake no obligation
to, and expressly disclaim any obligation to, publicly update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
View original content to download
multimedia:http://www.prnewswire.com/news-releases/spirit-aerosystems-adopts-limited-duration-stockholder-rights-agreement-301046502.html
SOURCE Spirit AeroSystems Holdings, Inc.