Technology Research Corporation Adopts Shareholder Rights Plan
18 Gennaio 2011 - 4:05PM
Technology Research Corporation (Nasdaq:TRCI) today announced that
its Board of Directors has adopted a Shareholder Rights Plan and
declared a dividend of one right on each outstanding share of TRC's
common stock. The Rights Plan has a term of two years.
The Company also announced that it had received an unsolicited
indication of interest from Coleman Cable, Inc. (Nasdaq:CCIX) in
acquiring TRC at a price of $5.50 per share in cash. The Board
adopted the Rights Plan, consistent with its responsibilities to
shareholders, to better assure that the Company has time to
properly evaluate and respond to this indication of interest in
relation to the Company's prospects and opportunities. The
Board cautions shareholders that there is no need to take any
action at this time with respect to the indication of interest from
Coleman Cable. Rights plans are often adopted by boards of
directors under these and similar circumstances and are designed to
protect the interests of the company and all its shareholders.
Owen Farren, President and Chief Executive of TRC, stated, "The
Board unanimously believes the adoption of the short-term rights
plan is appropriate at this time. The Board will consider this
expression of interest consistent with its responsibilities to the
Company and all its shareholders."
Under the Rights Plan, the rights generally become exercisable
only if a person or group (i) acquires beneficial ownership of 15%
or more of TRC's common stock or (ii) announces or commences a
tender or exchange offer that would result in that person or group
acquiring 15% or more of TRC's common stock. Thereafter, all
rights beneficially owned by the person or group that acquired (or
that would acquire as a result of a tender or exchange offer) 15%
or more of TRC's common stock will become null and void. The
exercise price of the rights has been set at $15.00. If they
become exercisable, the rights entitle the holder of each right to
purchase for the exercise price that number of shares of common
stock of the Company which has a market value of twice the exercise
price, subject to certain adjustments as provided under the Rights
Plan. The rights are redeemable by TRC for $0.001 per right,
subject to adjustment, any time before the rights become
exercisable, including to permit an offer to purchase all of TRC's
shares. Until the rights become exercisable, they will not be
evidenced by separate certificates and will trade automatically
with the Company's common stock. The rights will expire on
January 18, 2013, unless earlier redeemed, exchanged, or amended by
TRC.
Additional information regarding the Rights Plan is contained in
a Form 8-K being filed with the Securities and Exchange
Commission. The above description is only a summary;
interested persons are urged to read the full Rights Plan filed
with the Securities and Exchange
Commission.
Technology Research Corporation is a recognized leader in
providing cost effective engineered solutions for applications
involving power management and control, intelligent battery systems
technology and electrical safety products based on our proven
ground fault sensing and Fire Shield® technology. These
products are designed, manufactured and distributed to the
consumer, commercial and industrial markets
worldwide. The Company also supplies power monitors and
control equipment to the United States Military and its prime
contractors. More information is available at
www.trci.net.
The Technology Research Corporation logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=6266
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995: Some of the statements in this press
release constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995 and the
Securities Exchange Act of 1934. These statements are
related to future events, other future financial performance or
business strategies, and may be identified by terminology such as
"may," "will," "should," "expects," "scheduled," "plans,"
"intends," "anticipates," "believes," "estimates," "potential," or
"continue," or the negative of such terms, or other comparable
terminology. These statements are only predictions and
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed in the
forward-looking statements. In evaluating these statements,
you should specifically consider the factors discussed in our
filings with the Securities and Exchange Commission, including our
annual report on Form 10-K for the year ended March 31, 2010, our
quarterly reports on Form 10-Q, and periodic reports on Form
8-K. Do not rely on any forward-looking statement, as we
cannot predict or control many of the factors that ultimately may
affect our ability to achieve the results estimated. We make no
promise to update any forward-looking statement, whether as a
result of changes in underlying factors, new information, future
events or otherwise.
CONTACT: Robert D. Woltil
Chief Financial Officer
Tel: (727) 812-0551
Fax: (727) 535-9691
Web Page: www.trci.net
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