Fortune Brands Home & Security, Inc., an operating unit of Fortune
Brands, Inc. (NYSE: FO), today announced that its board of directors
adopted a Stockholder Rights Agreement in advance of the company’s
anticipated spin-off on October 3, 2011.
The board of directors declared a dividend of one preferred stock
purchase right for each share of company common stock outstanding on
October 10, 2011. The preferred stock purchase rights would only be
activated if triggered by the Rights Agreement. The rights will expire
on October 3, 2012, unless earlier redeemed or exchanged by the company.
"Adopting a shareholder rights plan is an appropriate step for Fortune
Brands Home & Security to protect the interests of shareholders as the
company becomes an independent business and realizes its upside
potential as the U.S. housing market recovers,” said Chris Klein,
president and chief executive officer of Fortune Brands Home & Security.
Stockholder Rights Agreements are designed to protect a company’s
stockholders against any coercive, unfair or inadequate tender offers
and other abusive takeover tactics that may or may not occur and to
preserve a company’s long-term value for the benefit of its stockholders.
Effective following the close of business on October 17, 2011, if any
person or group is or becomes a beneficial owner of 15% or more of the
outstanding shares of company common stock, there would be a triggering
event under the Rights Agreement resulting in significant dilution in
the ownership interest of such person or group in company stock. There
is a limited exception specified in the Rights Agreement for any person
or group that owned 15% or more of the outstanding shares of Fortune
Brands immediately prior to the issuance of this press release.
Stockholders are not required to take any action to receive the
preferred stock purchase rights. Until the rights become exercisable,
they will not be evidenced by separate certificates and will trade
automatically with such shares of company common stock.
Additional information regarding the Rights Agreement will be contained
in a Current Report on Form 8-K and in a Registration Statement on Form
8-A that the Company is filing with the Securities and Exchange
Commission.
About Fortune Brands Home & Security
The Company is a leading home and security products company that
competes in attractive long-term growth markets in its categories. Its
major brands include Moen faucets, Aristokraft, Omega, Diamond and
Kitchen Craft cabinetry, Therma-Tru door systems, Simonton windows,
Master Lock security products and Waterloo storage and organization
products.
In connection with the spin-off of the Company by Fortune Brands, it is
anticipated that trading in shares of the Company’s common stock will
begin on a when-issued basis on or about September 16, 2011 and will
continue up to and including the date on which Fortune Brands
distributes shares of the Company’s common stock owned by Fortune Brands
to its stockholders. On the first trading day following the distribution
date, any when-issued trading in respect of the Company’s common stock
will end and regular way trading in shares of the Company’s common stock
will begin. The New York Stock Exchange has approved the Company’s
common stock for listing under the symbol "FBHS.”
Forward-Looking Statements
This press release contains statements relating to future events, which
are forward-looking statements. Readers are cautioned that these
forward-looking statements speak only as of the date hereof. The Company
does not assume any obligation to update, amend or clarify them to
reflect events, new information or circumstances occurring after the
date of this release. Actual plans, actions and results may differ
materially from current expectations as a result of certain risks and
uncertainties, including the risks and uncertainties described from time
to time in the Company’s Securities and Exchange Commission filings,
including its Registration Statement on Form 10. There can be no
assurance that the proposed spin-off will be completed as anticipated or
at all.
