ALCO Stores, Inc. Announces Adoption of Rights Agreement
ABILENE, Kan., May 3, 2013 (GLOBE NEWSWIRE) -- ALCO Stores, Inc.
(Nasdaq:ALCS), which specializes in providing a superior selection of
essential products for everyday life in small-town America, today announced
that its Board of Directors adopted a three-year rights agreement. The
adoption of a rights agreement is designed to ensure that all shareholders are
treated fairly and protect against an attempt to acquire control that does not
provide full and fair value to all of the Company's shareholders. The Company
adopted the rights agreement in response to a reported accumulation of its
stock that the Board of Directors determined could materially and adversely
affect the interests of all shareholders if the rights agreement were not
Royce Winsten, Chairman of the Board of Directors of ALCO, stated, "In light
of the dislocation in the equity markets and a challenging economic
environment, our Board of Directors adopted a three-year shareholder rights
agreement to protect the interests of our shareholders and deter opportunistic
tactics that could deprive our shareholders from realizing full and fair value
of their investment. The rights agreement should not interfere with a change
of control transaction that is in the best interests of the Company and its
shareholders because our Board of Directors can redeem the rights before a
change in control event."
The rights agreement does not in any way weaken the Company's financial
strength or interfere with its business plans. The issuance of the rights has
no dilutive effect and will not affect reported earnings per share. It is not
taxable to the Company or its shareholders and will not change the way that
the Company's shares are traded.
In implementing the rights agreement, the Company will distribute one right
for each share of the Company's common stock held by shareholders of record as
of the close of business on May 13, 2013. Initially, these rights will not be
exercisable and will trade with the shares of the Company's common stock. The
rights will expire on May 3, 2016, unless earlier redeemed, exchanged or
amended by the Company.
Under the agreement, these rights will generally be exercisable only if a
person or group acquires beneficial ownership of 15 percent or more of the
Company's common stock, unless the Board of Directors redeems the rights. If
exercised, all holders of the rights, other than the acquiring person or
group, would be entitled to acquire shares of the Company's common stock at a
50% discount to the then-current market price. In addition, if the rights
become exercisable and the Company is acquired in a merger, each right would
entitle the holder to purchase shares of the acquiring company at a 50%
discount to the then-current market price.
Details of the rights agreement will be mailed to all shareholders of the
Company. Additional information concerning the rights agreement, including a
copy of the rights agreement, will be filed with the Securities and Exchange
Commission. These filings will be available on the Company's website
www.ALCOstores.com and on the SEC's website at www.sec.gov
ALCO Stores, Inc.
ALCO Stores, Inc. is a broad-line retailer, primarily located in small
underserved communities across 23 states. The Company has 217 ALCO stores that
offer both name brand and private label products of exceptional quality at
reasonable prices. We are proud to have continually provided friendly,
personal service to our customers for the past 112 years. To learn more about
the Company visit www.ALCOstores.com.
This press release contains forward-looking statements, as referenced in the
Private Securities Litigation Reform Act of 1995 ("the Act"). Forward-looking
statements can be identified by the inclusion of "will," "believe," "intend,"
"expect," "plan," "project" and similar future-looking terms. You should not
rely unduly on these forward-looking statements. These forward-looking
statements reflect management's current views and projections regarding
economic conditions, retail industry environments, and Company performance.
Forward-looking statements inherently involve risks and uncertainties, and,
accordingly, actual results may vary materially. Factors that could
significantly change results include but are not limited to: sales
performance, expense levels, competitive activity, interest rates, changes in
the Company's financial condition, and factors affecting the retail category
in general.Additional information regarding these and other factors may be
included in the Company's Form 10-K and Form 10-Q filings and other public
documents, copies of which are available from the Company on request and are
available from the United States Securities and Exchange Commission.
CONTACT: Wayne S. Peterson
Senior Vice President - Chief Financial Officer
Hagen and Partners
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