June 26, 2008
Arlington Tankers prepares a poison pill
Last week Arlington Tankers Ltd. (NYSE: ATB) announced that it was looking at "strategic alternatives" (a phrase that often means a company is looking for a buyer). Today it said that its Board of Directors has adopted a Shareholder Rights Plan. In other words, a poison pill defense against any unwanted take-over attempt.
"We recently announced that Arlington is engaged in a process to review and evaluate strategic alternatives to enhance shareholder value," said Edward Terino, Chief Executive Officer, President and Chief Financial Officer of Arlington. "We believe that the adoption of the Shareholder Rights Plan will allow us to proceed with this process in an orderly manner."
The board has designated a new series of Series A Junior Participating Preference Shares, and declared a dividend of one right to buy one one-thousandth of a Series A Junior Participating Preference Share for each outstanding common share of the company to shareholders of record as of the close of business on July 7, 2008. Initially, these rights will not be exercisable and will trade with the company's common shares.
Under the Rights Plan, the rights initially will become exercisable if a person becomes an "acquiring person" by acquiring 20% or more of the company's common shares or commences a tender or exchange offer that could result in such person owning 20% or more of the company's common shares. If a person becomes an acquiring person, each holder of a right (other than the acquiring person) would be entitled to purchase such number of common shares which are equivalent to the exercise price of the right divided by one-half of the current market price of a common share. If the company is acquired in a merger or other business combination transaction after any such event, each holder of a right would then be entitled to purchase such number of common shares of the acquiring company's common shares which are equivalent to the exercise price of the right divided by one-half of the current market price of such common share.
Prior to any acquisition by a person of beneficial ownership of 20% or more of the company's common shares, the Rights are redeemable for $0.00001 per right at the option of the company's Board.