The Board of Directors of MGM Holdings Inc., authorized a share repurchase plan and adopted a Stockholder Rights Plan declaring a dividend distribution of one “Purchase Right” for each outstanding share of its Class A Common Stock and Class B Common Stock.
“Gary Barber and his team have done a great job building an attractive slate of new content in film and television, which is driving strong growth and profitability,” said Ann Mather, MGM’s Lead Director. “MGM’s healthy balance sheet and efficient operating structure position the Company for a wide array of options to maximize shareholder value. The MGM Board is considering all of these options carefully, and has approved the share repurchase plan in recognition of the Company’s strong performance to date and future prospects. Along with the share repurchase plan, the adoption of the Stockholder Rights Plan will allow the Board to act in the best interests of the Company and its stockholders without any distractions which could result from coercive and discriminatory takeover attempts.”
“As the Board considers MGM’s options for creating maximum value for our stockholders, the Board has authorized MGM to repurchase shares from stockholders,” said Gary Barber, MGM Inc.’s Chairman and Chief Executive Officer. “The initial authorization by the Board under the stock repurchase plan is $75 million, and the Board will continue to assess the size of the repurchase plan over time.”
“The Stockholder Rights Plan and Purchase Right distribution are legal tools designed to assure that the Company’s stockholders receive fair and equal treatment,” said MGM’s General Counsel & Corporate Secretary, Scott Packman. “The Stockholder Rights Plan is not intended to deter or discourage bona fide offers and proposals that the Board in good faith determines are fair, advisable and in the best interests of all of the Company’s stockholders. Additionally, this Rights Plan is not being adopted in response to any known effort to acquire the Company.”
The Rights Plan does not affect the number of shares or the value of shares a stockholder currently owns. It has no impact unless triggered by a hostile action.
MGM Holdings Inc. Declares Dividend Distribution of Preferred Stock Purchase Rights
On September 10, 2013, the Board of Directors of MGM Holdings Inc., a Delaware corporation (the “Company”), declared a dividend distribution of one Preferred Share Purchase Right (a “Right”) for each outstanding share of its Class A Common Stock and Class B Common Stock (together, the “Common Stock”). The Rights are designed to assure that each of the Company’s stockholders receives fair and equal treatment in the event of any proposed unsolicited takeover of the Company, to guard against other abusive, coercive, manipulative and discriminatory takeover tactics, and to enhance the Board’s ability to negotiate with prospective acquirers. It is not intended to deter or discourage bona fide offers and proposals which the Board in good faith determines are fair, advisable and in the best interests of all of the Company’s stockholders.
If the Rights become exercisable, each Right initially would entitle stockholders to purchase one one-thousandth (1/1,000th) of a share of the Company’s newly created Series A Junior Participating Preferred Stock, at an initial exercise price of $110.00 in cash. In general, the Rights would become exercisable if a person or a group became the beneficial owner of 10% or more of the Company’s outstanding Common Stock or announced a tender offer which, if completed, would result in such person or group acquiring 10% or more of the Company’s outstanding Common Stock.
At any time after a person or group becomes the beneficial owner of 10% or more of the outstanding Common Stock — a “triggering event” — the Board could mandate the exchange of each outstanding Right for one share of Class A Common Stock (subject to pro rata adjustment for stock splits, dividends and like events) or other consideration as provided in the rights agreement. Upon the occurrence of a triggering event, all Rights held by the triggering person (and its affiliates and associates) would become void and would not be exercisable or exchangeable. The Board of Directors in general is entitled to redeem the Rights at one cent per Right or to modify or terminate the Rights at any time prior to a triggering event.
The dividend distribution of the Rights will be payable on September 13, 2013 to stockholders of record as of the close of business on that date. The Rights will expire in three years, unless the Rights are earlier redeemed by the Company or the Company amends the rights agreement to accelerate the expiration date. The Rights distribution is not taxable to U.S. stockholders.
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