Forward Adopts Shareholder Rights Plan
WEST PALM BEACH, Fla., April 26, 2013 (GLOBE NEWSWIRE) -- Forward Industries,
Inc. (Nasdaq:FORD), a designer and distributor of custom carry and protective
solutions, today announced that its Board of Directors adopted a shareholder
rights plan (the "Rights Plan" or "Plan") and declared a dividend distribution
of one right ("Right") for each outstanding share of Forward common stock.
The Rights Plan is intended to protect Forward and its shareholders against
potential acquirers who may seek to take advantage of Forward and its
shareholders through coercive and unfair tactics aimed at gaining control of
Forward without paying all shareholders a full and fair price. The Board of
Directors believes that the Rights Plan will enable all shareholders to
realize the long-term value of their investment by safeguarding the Board's
ability to continue to evaluate and take actions that are designed to create
value for all shareholders. The Rights Plan is not intended to interfere with
any merger, tender or exchange offer or other business combination approved by
the Board of Directors.
Pursuant to the Plan, Forward is issuing one Right for each current share of
common stock outstanding at the close of business on May 6, 2013. Initially,
these rights will not be exercisable and will trade with the shares of
Forward's common stock. If the Rights become exercisable, each Right will
entitle shareholders to buy one one-thousandth of a share of a new series of
participating preferred stock at an exercise price of $4.00 per Right.
The Rights will be exercisable only if a person or group acquires 20% or more
of Forward's common stock in a transaction not approved by Forward's Board of
Directors. If a person or group acquires 20% or more of Forward's outstanding
common stock, each Right will entitle its holder (other than such person or
members of such group) to purchase, at the Right's exercise price (subject to
adjustment as provided in the Plan), a number of shares of Forward's common
stock having a then-current market value of twice the exercise price.
In addition, if after a person or group acquires 20% or more of Forward's
outstanding common stock, Forward merges into another company, an acquiring
entity merges into Forward or Forward sells or transfers more than 50% of its
assets, cash flow or earning power, then each Right will entitle the holder
thereof to purchase, for the exercise price, a number of shares of common
stock of the person engaging in the transaction having a then-current market
value of twice the exercise price. The acquiring person will not be entitled
to exercise these Rights.
Forward's Board of Directors may redeem the Rights for $0.001 per Right at any
time before an event that causes the Rights to become exercisable. The Rights
will expire on April 26, 2016, unless the Rights have previously been redeemed
by the Board of Directors.
Additional details about the Rights Plan will be contained in a Form 8-K to be
filed by Forward with the U.S. Securities and Exchange Commission.
About Forward Industries
Incorporated in 1962, and headquartered in West Palm Beach, Florida, Forward
Industries is a global designer and distributor of mobile device cases and
accessories. Forward's products can be viewed online at
CONTACT: Forward Industries, Inc.
James McKenna, CFO
Forward Industries, Inc.
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