Daktronics, Inc. (Nasdaq: DAKT) today announced that its Board of
Directors adopted a new shareholder rights agreement that will take
effect when the current plan, adopted in 1998, expires on November 19,
2008. In connection with the adoption of the rights agreement, the Board
declared a dividend of one common share purchase right on each
outstanding share of Daktronics’ common stock.
The issuance of the rights under the rights agreement will be made to
shareholders of record as of the close of business on November 19, 2008.
The rights are designed to enable all Daktronics shareholders to realize
the full long-term value of their investment and to provide for fair and
equal treatment of all shareholders if an unsolicited attempt is made to
acquire Daktronics. Daktronics believes that the rights agreement will
help protect shareholders against abusive takeover tactics that may be
used to gain control of the company without paying a price that is in
the best interest of all shareholders. The rights agreement was not
adopted in response to any known offers for Daktronics and is similar to
rights agreements adopted by many other companies. The rights agreement
has no immediate dilutive effect and does not prevent Daktronics or its
shareholders from accepting a fair offer to acquire Daktronics in a
negotiated transaction.
The rights will be exercisable only if a person or group acquires 15% or
more of Daktronics’ common stock or announces
a tender offer, consummation of which would result in ownership by a
person or group of 15% or more of the common stock. Each right will
initially entitle shareholders to buy one-tenth of one share of common
stock per common share owned at an initial exercise price of $100.00 per
full share, subject to adjustment. If any person becomes a 15% or more
shareholder of Daktronics, then each right (subject to certain
limitations) will entitle its holder to purchase, at the rights'
then-current exercise price, a number of common shares of Daktronics or
of the acquirer having a market value at the time of twice the rights'
full share exercise price.
Daktronics’ Board of Directors may redeem the
rights for $0.01 per right at any time before the rights become
exercisable. Unless the rights are redeemed, exchanged or terminated
earlier, they will expire on November 19, 2018.
Additional details regarding the rights agreement are contained in a
Form 8-K filed by Daktronics with the Securities and Exchange Commission.
About Daktronics
Daktronics has strong leadership positions in, and is the world’s
largest supplier of, large screen video displays, electronic
scoreboards, LED text and graphics displays, and related control
systems. The company excels in the control of display systems, including
those that require integration of multiple complex displays showing
real-time information, graphics, animation and video. Daktronics
designs, manufactures, markets and services display systems for
customers around the world, in Sport, Business, Schools and Theatres and
Transportation segments. For more information, visit the company’s
World Wide Web site at: http://www.daktronics.com,
e-mail the company at investor@daktronics.com,
call (605) 692-0200 or toll-free (800) 843-5843 in the United States or
write to the company at 201 Daktronics Dr., PO Box 5128 Brookings, S.D.
57006-5128.
Safe Harbor Statement
Cautionary Notice: In addition to statements of historical fact, this
news release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 and are intended to
enjoy the protection of that Act. These forward-looking statements
reflect the Company’s expectations or beliefs
concerning future events. The Company cautions that these and similar
statements involve risk and uncertainties which could cause actual
results to differ materially from our expectation, including, but not
limited to, changes in economic and market conditions, management of
growth, timing and magnitude of future contracts, and other risks noted
in the company’s SEC filings, including its
Annual Report on Form 10-K for its 2008 fiscal year. Forward-looking
statements are made in the context of information available as of the
date stated. The Company undertakes no obligation to update or revise
such statements to reflect new circumstances or unanticipated events as
they occur.