By RTT News, October 04, 2013, 09:23:00 AM EDT
(RTTNews.com) - Auctioneer Sotheby's ( BID ) announced that its board adopted a shareholder rights plan and declared a dividend distribution of one preferred share purchase right on each outstanding share of the Company's common stock. The dividend distribution will be made on October 14, 2013, payable to shareholders of record on that date, and is not taxable to shareholders.
The company said that its Board adopted the rights plan in response to the recent rapid accumulations of significant portions of Sotheby's outstanding common stock, including through the use of derivatives. It is intended to protect Sotheby's and its shareholders from efforts to obtain control that are inconsistent with the best interests of the Company and its shareholders.
The company stated that rights will not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.
The Rights will expire in one year on October 3, 2014, unless ratified by the shareholders of the Company by such date, in which case the Rights will instead expire on October 3, 2016.
In addition, the Rights automatically expire concurrently with (but no earlier than 100 days after the commencement of such qualifying offer) the purchase of 50% (including shares owned by the offeror) of our outstanding common stock on a fully diluted basis pursuant to a tender or exchange offer for all of the outstanding shares of Company common stock at the same price and for the same consideration, provided that the offeror irrevocably commits to purchase all remaining untendered shares at the same price and the same consideration actually paid pursuant to the offer.
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