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HSN adopts stockholder rights plan
By Lisa Kerner
Charlotte, N.C., Dec. 29 - HSN, Inc.'s board of directors said its adoption of a stockholder rights plan is not in reaction to any particular accumulation of shares or takeover activity.
In connection with the rights plan, the board declared a distribution of one preferred stock purchase right for each share of HSN's common stock held by stockholders of record as of Jan. 5, a company news release said.
HSN said the rights will generally become exercisable if a person or group acquires beneficial ownership of 15% or more of the company's common stock. The rights also become exercisable if a person or group announces or begins a tender or exchange offer that would result in the person or group acquiring 15% or more of HSN's common stock.
Exceptions to the agreement are provided for Liberty Media under the Spinco Agreement with HSN and other existing stockholders with more than 15% ownership at the time the plan was announced.
According to HSN, the rights are redeemable by the company for $0.001 per right, subject to adjustment, any time before the rights become exercisable.
The rights will expire on Dec. 23, 2018 unless earlier redeemed, exchanged or amended by HSN, the release said.
"We continue to be optimistic regarding the company's long-term prospects which we believe are not adequately reflected in the current trading price of our stock," HSN chief executive officer Mindy Grossman said.
"The board believes that adoption of the plan will help ensure that the company has the opportunity to pursue its long-term growth strategy and protect our stockholders by providing the board with adequate time to evaluate alternatives in the event of an unsolicited offer."
HSN is a New York-based interactive multi-channel retailer.
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