GLOBAL EAGLE ENTERTAINMENT INC. ADOPTS SHAREHOLDER RIGHTS PLAN
19 Marzo 2020 - 10:11PM
Global Eagle Entertainment Inc. (Nasdaq: ENT) (“Global Eagle,” the
“Company” or “we”), a leading provider of media, content,
connectivity and data analytics to markets across air, sea and
land, today announced that its Board of Directors (the “Board”) has
adopted a Stockholder Rights Plan, effective March 19, 2020 (the
“Rights Plan”), and declared a dividend distribution of one
preferred share purchase right (the “Rights”) on each outstanding
share of the Company’s Common Stock. The Rights Plan will
expire on December 31, 2020.
“The Board and management team are committed to
the best interests of all of the Company’s stockholders,” commented
Chairman of the Board Jeff Leddy. “The Board is undertaking this
action consistent with its fiduciary duties.”
The Rights Plan is intended to promote the fair
and equal treatment of all Global Eagle stockholders and ensure
that no person or group can gain control of Global Eagle through
open market accumulation or other tactics without paying a control
premium and potentially disadvantaging the interest of all
stockholders. The Rights Plan ensures that the Board has sufficient
time to exercise its fiduciary duties to make informed judgments
about the actions of third parties that may not be in the best
interests of Global Eagle and its stockholders. The Rights Plan
applies to all current and future stockholders, and is not intended
to deter offers that are fair and otherwise in the best interest of
the Company’s stockholders. The Rights Plan has not been
adopted in response to any specific takeover bid or other proposal
to acquire control of the Company.
The Rights Plan, which was adopted by the Board
following evaluation and consultation with the Company’s advisors,
is similar to plans adopted by numerous publicly traded
companies. With certain exceptions, under the Rights Plan,
the Rights will become exercisable if a person or group becomes the
beneficial owner of 20% or more of the Company’s outstanding Common
Stock. Stockholders who beneficially owned 20% or more of Global
Eagle’s outstanding common stock prior to the issuance of this
press release will not trigger the exercisability of the Rights so
long as they do not acquire beneficial ownership of any additional
shares of common stock at a time when they still beneficially own
20% or more of such common stock, subject to certain exceptions as
described in the Rights Plan. In the event that the Rights become
exercisable due to the triggering ownership threshold being
crossed, each Right will entitle its holder to purchase a number of
shares of Common Stock or equivalent securities having a market
value at that time of twice the Right’s purchase price.
Rights held by the triggering person or group will become void and
will not be exercisable.
The distribution of the rights will be made to
stockholders of record as of March 30, 2020. The Rights Plan may be
amended, redeemed or terminated by the Board at any time prior to
being triggered or its expiration. The adoption of the Rights
Plan will not be a taxable event, will not affect the reported
financial condition or results of operations of the Company and
will not change the manner in which the Company’s common stock is
traded.
Additional details regarding the Rights Plan can
be found in a Current Report on Form 8-K to be filed by the Company
with the U.S. Securities and Exchange Commission.
About Global Eagle
Global Eagle is a leading provider of media,
content, connectivity and data analytics to markets across air, sea
and land. Global Eagle offers a fully integrated suite of rich
media content and seamless connectivity solutions to airlines,
cruise lines, commercial ships, high-end yachts, ferries and land
locations worldwide. With approximately 1,100 employees and 35
offices on six continents, the Company delivers exceptional service
and rapid support to a diverse customer base. Find out more at:
www.GlobalEagle.com.
Contact:
Peter A. LopezVice President, Finance and
Investor Relations+1
310-740-8624investor.relations@GlobalEagle.compr@GlobalEagle.com
Forward-Looking Statements
Certain statements in this press release may
constitute “forward-looking” statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, without limitation, statements
with respect to the anticipated benefits and expected consequences
of the Rights Plan that Global Eagle has adopted. The words
“anticipate,” “assume,” “believe,” “budget,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,”
“predict,” “project,” “should,” “will,” “future” and the negative
of these or similar terms and phrases are intended to identify
forward-looking statements in this press release.
Forward-looking statements reflect our current
expectations regarding future events, results or outcomes. These
expectations may or may not be realized. Although we believe the
expectations reflected in the forward-looking statements are
reasonable, we can give you no assurance these expectations will
prove to have been correct. Some of these expectations may be based
upon assumptions, data or judgments that prove to be incorrect.
Actual events, results and outcomes may differ materially from our
expectations due to a variety of known and unknown risks,
uncertainties and other factors, including those listed under “Risk
Factors” in our Annual Report on Form 10-K for the year ended
December 31, 2018 as filed with the SEC on March 18, 2019 and our
Quarterly Reports on Form 10-Q for the quarters ended June 30, 2019
and September 30, 2019 as filed with the SEC on August 9, 2019 and
November 8, 2019, respectively.
The forward-looking statements herein speak only
as of the date the statements are made (which is the date of this
press release). You should not put undue reliance on any
forward-looking statements. We assume no obligation to update
forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking
information, except to the extent required by applicable securities
laws. If we do update one or more forward-looking statements, no
inference should be drawn that we will make additional updates with
respect to those or other forward-looking statements.
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