Xyratex Ltd Adopts Shareholder Rights Plan and Declares Dividend Distribution
of Preferred Share Purchase Rights
HAVANT, United Kingdom, Dec. 17, 2012
HAVANT, United Kingdom, Dec. 17, 2012 /PRNewswire/ --Xyratex Ltd (NASDAQ:
XRTX), a leading provider of data storage technology, announced today that its
Board of Directors has adopted a shareholder rights plan, pursuant to which
the Board of Directors declared a dividend distribution of one preferred share
purchase right on each outstanding common share of the Company.
Subject to limited exceptions, the preferred share purchase rights will be
exercisable if a person or group acquires 15% or more of the Company's common
shares or announces a tender offer for 15% or more of the common shares.
Under certain circumstances, each right will entitle shareholders to buy one
one-hundredth of a share of the newly created series A junior participating
preference shares of the Company at an exercise price of $50.00. The Board of
Directors will be entitled to redeem the rights at $0.0001 per right at any
time prior to the occurrence of a triggering event.
The rights are intended to enable all of the Company's shareholders to realize
the long-term value of their investment in the Company. They do not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board of Directors prior to attempting a takeover. The
rights will expire on December 17, 2013.
The rights are designed to assure that all of the Company's shareholders
receive fair and equal treatment in the event of any proposed takeover of the
Company and to guard against partial tender offers, open market accumulations
and other abusive or coercive tactics to gain control of the Company without
paying all shareholders a control premium.
If a person acquires 15% or more of the outstanding common shares of the
Company, each right will entitle the right holder to purchase, at the right's
then-current exercise price, a number of common shares having a market value
at that time of twice the right's exercise price. We refer to the person who
acquired 15% or more of the outstanding common shares of the Company as the
"acquiring person". Rights held by the acquiring person will become void and
will not be exercisable to purchase shares. If the Company is acquired in a
merger or other business combination transaction which has not been approved
by the Board of Directors, each right will entitle its holder to purchase, at
the right's then-current exercise price, a number of shares of the acquiring
company's common stock having a market value at that time of twice the right's
The dividend will be distributed on January 4, 2013 to shareholders of record
as of the close of business on January 3, 2013. The rights will expire on
December 17, 2013. The rights distribution is not taxable to shareholders.
Safe Harbor Statement
This press release contains "forward-looking statements"' within the meaning
of the Private Securities Litigation Reform Act of 1995. Such statements
involve known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to
differ materially from any future results, levels of activity, performance or
achievements expressed or implied by these forward looking statements. Factors
that might cause such a difference include our inability to compete
successfully in the competitive and rapidly changing marketplace in which we
operate, failure to retain key employees, cancellation or delay of projects
and adverse general economic conditions in the United States and
internationally. These risks and other factors include those listed under
"Risk Factors" and elsewhere in our Annual Report on Form 20-F as filed with
the Securities and Exchange Commission (File No. 000-50799). In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expects," "intends," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these
terms or other comparable terminology. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we
cannot guarantee future results, levels of activity, performance or
achievements.. The Company assumes no obligation to update the forward-looking
information contained in this release.
Xyratex is a leading provider of data storage technology, including modular
solutions for the enterprise data storage industry and hard disk drive (HDD)
capital equipment for the HDD industry. Xyratex enterprise data storage
platforms provide a range of advanced, scalable data storage solutions for the
Original Equipment Manufacturer and High Performance Computing communities. As
the largest capital equipment supplier to the HDD industry, Xyratex enables
disk drive manufacturers and their component suppliers to meet today's
technology and productivity requirements. Xyratex has over 25 years of
experience in research and development relating to disk drives, storage
systems and manufacturing process technology.
Founded in 1994 in an MBO from IBM, and with headquarters in the UK, Xyratex
has an established global base with R&D and operational facilities in North
America, Asia and Europe.
SOURCE Xyratex Ltd
Contact: Vice President of Investor Relations, Brad Driver, +1-510-687-5260,
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