Jason Industries adopts shareholder rights agreement
Jason Industries announced that its board authorized the adoption of a stockholder rights agreement with an eighteen month term. The main purpose of the Rights Agreement is to protect the company's credit agreement from default which could occur if a person or group acquired a significant ownership of the company's outstanding common stock triggering a change in control. A change in control under the credit agreement occurs when a person or group acquires a 35% direct or indirect equity voting power in Jason Partners Holdings Inc. The Rights Agreement also protects the interest and investment of the company's stockholders. The Rights Agreement is intended to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group which acquires 30% or more of Jason's outstanding common stock without the approval of the board. The Rights Agreement should not interfere with any merger or other business combination approved by Jason's board. Pursuant to the Rights Agreement, the company will issue one preferred share purchase right for each outstanding share of the company's common stock to stockholders of record on the close of business on September 6. Initially, these rights will not be exercisable and will trade with the shares of the company's common stock. Under the Rights Agreement, the rights will generally become exercisable only if a person or group acquires beneficial ownership of 30% or more of the outstanding shares of the company's common stock without first obtaining approval from the board, or announces a tender or exchange offer that would result in beneficial ownership of 30% or more of the company's outstanding common stock. In such situation, each holder of a right will generally be entitled to purchase one one-thousandth of a share of a series of junior preferred stock, for $5, subject to adjustment. Unless earlier redeemed, terminated or exchanged pursuant to the terms of the Rights Agreement, the rights will expire at the close of business on March 1, 2021. If a stockholder or group beneficially owns 30 percent or more of the company's outstanding common stock at the time of the announcement of the Rights Agreement, then that stockholder's existing ownership percentage will be grandfathered, although, with certain exceptions, the rights will become exercisable if at any time after the announcement of the Rights Agreement such stockholder increases its ownership of the company's common stock by 0.001 percent or more.