Interphase Corporation (NASDAQ: INPH) (the "Company”), a leading global
provider of solutions for converged communications networks, today
reported that its Board of Directors has adopted a Shareholder Rights
Agreement. Under the rights agreement, shareholders of the Company of
record as of the close of business on August 9, 2011 will receive a
distribution of rights to purchase additional shares of the Company’s
common stock. Each share of common stock issued by the Company after
that record date will also be accompanied by a purchase right.
The rights agreement is intended to continue to preserve for the
Company’s shareholders the long-term value of the Company in the event
of a potential takeover of the Company or other action which appears to
the Board of Directors to be coercive, unfair or otherwise not in the
best interests of the Company and its shareholders.
The rights agreement was not adopted in response to any proposal to
acquire control of the Company. It is similar to the rights agreement
that the Company had in effect for the ten years ended in early December
2010 and similar to agreements adopted by other U.S. publicly traded
companies.
Each purchase right initially will allow the purchase of one share at a
price of $39.00 for each share of the Company’s common stock held. The
rights will be exercisable only in the event that a person or group
acquires, or makes a tender or exchange offer to acquire, beneficial
ownership of 15% or more of the Company’s common stock or upon certain
other business combination transactions. If the rights become
exercisable, in most circumstances they will entitle shareholders, other
than the person or group that acquired beneficial ownership of 15% or
more of the common stock, to purchase additional shares of common stock
at a substantial discount to the market price of the common stock at the
time.
The rights, which expire on July 29, 2021, will be distributed to
shareholders of the Company of record as of the record date (August 9,
2011) as a non-taxable dividend. The rights will not affect the manner
in which shares of common stock are traded. The rights will trade with
the Company’s common stock until the occurrence of certain events, at
which time the rights would become separated. The Board of Directors may
freely amend or supplement the rights agreement, or redeem the rights,
at any time before the date of a public announcement of a beneficial
owner of 15% or more of the common stock and may, after that date,
exchange the rights for shares of common stock as provided in the rights
agreement.
The Company will file a Current Report on Form 8-K with the Securities
and Exchange Commission before or on August 4, 2011 that discloses the
material terms of the rights agreement and includes a copy of the rights
agreement.
About Interphase Corporation
Interphase Corporation (NASDAQ: INPH)
delivers solutions for LTE and WiMAX, interworking gateways, packet
processing, network connectivity, and security for key applications for
the communications and enterprise markets. The company also offers a
comprehensive portfolio of desktop virtualization solutions. Founded in
1974, Interphase provides expert engineering design and electronics
manufacturing services, in addition to its commercial-off-the-shelf
(COTS) portfolio of products. Interphase is headquartered in Plano,
Texas, with sales offices in the United States and Europe. Clients
include Alcatel-Lucent, Emerson Network Power, Fujitsu Ltd., Genband,
Hewlett Packard, ip.access, Samsung, and Sun Microsystems. Visit www.iphase.com.
Safe Harbor
This press release contains forward-looking statements that are made
under the "safe harbor” provisions of the Private Securities Litigation
Reform Act of 1995. These statements involve a number of risks and
uncertainties that could cause actual results to differ materially from
those in the forward-looking statements. Such risks and uncertainties
include, without limitation, fluctuations in demand, the quality and
price of similar or comparable networking products, access to sources of
capital, general economic conditions in the Company’s market areas and
that future sales and growth rates for the industry and the Company
could be lower than anticipated.
Interphase and the Interphase logo are trademarks or registered
trademarks of Interphase Corporation. All other trademarks are the
property of their respective owners.
