Rocky Brands, Inc. has adopted a Shareholder Rights Plan designed to assure shareholders fair value in the event of a future
unsolicited takeover attempt. The company added that the plan was not adopted in response to any
attempt to acquire the company and that it is not aware of any such
efforts.
Under the plan, the company will issue a dividend of one Right for each of the company's common shares, no par value, held by shareholders of record as of the close of business on June 22.
Mike Brooks, chairman and CEO, stated, “The Rights Plan was adopted to protect the interests of our shareholders. The Rights Plan does not prevent the Board from considering or accepting an offer to acquire Rocky if the Board believes such action is in the best interests of the company and its shareholders. It does, however, assure that all of the company's shareholders receive fair and equal treatment in the event of any proposed takeover of the company and guards against partial tender offers, squeeze outs, open market accumulations, and other abusive tactics that are designed to gain control of Rocky without paying all shareholders a control premium.”
Each Right will initially entitle shareholders to purchase one one-hundredth of a share of Series B Junior Participating Cumulative Preferred Stock (approximately equivalent to one share of Common Stock) for $16.00. The Rights, however, are not immediately exercisable and will become exercisable only upon the occurrence of certain events. Under the Rights Plan, the Rights, with certain exceptions, will be exercisable only if a person or group acquires 20% or more of the Company's common shares or announces a tender or exchange offer that could result in ownership by a person or group of 20% or more of the Company's common shares. The Rights Plan has a term of three years, and the Rights will expire on June 11, 2012, unless earlier terminated or redeemed by the Board of Directors.
Rocky Brands' brands include Rocky Outdoor Gear(R), Georgia Boot(R), Durango(R), Lehigh(R), and the licensed brands Dickies(R), Michelin(R) and Mossy Oak(R).
