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Kensey Nash adopts stockholder rights plan to deter hostile takeovers
By Susanna Moon
Chicago, June 19 - Kensey Nash Corp. said its board of directors adopted a shareholders' rights plan to avert potentially coercive takeover practices or takeover bids.
Under the plan, the company will distribute a dividend of one preferred stock purchase right for each common share held of record as of the close of business on June 19.
The rights are exercisable only if a person, entity or group acquires 15% or more of Kensey Nash's common stock. Each right, when exercised, entitles a holder to buy one one-thousandth of a share of junior participating preferred stock for $200.
Each rights holder, except for the 15% acquirer, would be entitled to receive, upon exercise and in lieu of the one one-thousandth of a preferred share, common shares equal to two times the exercise price of the right.
The plan will expire on June 19, 2019.
Kensey Nash said the plan is intended to prevent an acquirer from offering an unfair price to stockholders, not to deter offers that are in the company and its stockholders' best interests.
The board's adoption of the plan was not prompted by any bids, hostile advances or other indication of interest in acquiring the company but to allow time to evaluate and respond to any unsolicited future takeover attempts.
The company said it expects the plan to discourage the acquisition of 15% or more of its common stock without prior communication with the company's board of directors.
In connection with the plan, the board adopted its third amended bylaws, which revises the requirements for stockholder submissions for director nominations and proposed business for stockholder meetings.
Kensey is a Exton, Pa., medical technology company.
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