Giga-tronics Incorporated Adopts Shareholder Rights Plan
SAN RAMON, Calif., Jan. 24, 2013 (GLOBE NEWSWIRE) -- Giga-tronics Incorporated
(Nasdaq:GIGA) today announced that its Board of Directors has adopted a
Shareholder Rights Plan designed to assure that all Giga-tronics Shareholders
would receive fair treatment in any takeover of the Company. The Plan provides
for the distribution of one Right for each share of common stock outstanding
on the record date of February 4, 2013.
In making the announcement, Garrett A. Garrettson, the Chairman of
Giga-tronics, stated: "The Rights are designed to enable the Board of
Directors to act effectively on behalf of Shareholders in response to any
takeover bid. The Plan is not intended to prevent or discourage an offer for
the Company that is commensurate with its value and is presented in a manner
permitting full review and negotiation." Mr. Garrettson also noted that, "the
Company has not received any unsolicited acquisition proposal at this time."
The Rights Plan provides that in the event any person becomes the beneficial
owner of 20% or more of the outstanding common shares (with specified
exceptions for certain affiliated shareholders whose aggregate beneficial
holdings now exceed 20%, provided their holdings do not increase materially),
each Right (other than a Right held by the 20% Shareholder) will be
exercisable, on and after the close of business on the tenth business day
following such event, for the purchase a number of Giga-tronics common shares
(or equivalent securities) equal to the exercise price (initially $15.00)
divided by 50% of the then current fair market value of the common stock. The
Plan further provides that if, on or after the occurrence of such event, the
Company is merged into any other corporation or 50% or more of the Company's
assets or earning power are sold, each Right (other than a Right held by the
20% Shareholder) will be exercisable to purchase a similar number of
securities of the acquiring corporation.
The Rights expire on February 4, 2018 (unless previously triggered), and are
subject to redemption by the Board of Directors at $.001 per Right at any time
prior to the first date upon which they become exercisable to purchase common
Giga-tronics will provide Shareholders with further details of the Rights Plan
in a letter to be mailed in the next several weeks.
Giga-tronics is a publicly held company, traded on the NASDAQ Capital Market
under the symbol "GIGA". Giga-tronics produces instruments, subsystems and
sophisticated microwave components that have broad applications in defense
electronics, aeronautics and wireless telecommunications.
The Giga-tronics Incorporated logo is available at
CONTACT: Frank Romejko
Vice President of Finance / Interim Chief Financial Officer
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