Vocus Adopts Stockholder Rights Plan
BELTSVILLE, Md., May 13, 2013 (GLOBE NEWSWIRE) -- via PRWEB - Vocus, Inc.
(NASDAQ Global Market: "VOCS"), a leading marketing cloud provider, announced
today that its Board of Directors adopted a stockholder rights plan.
Under the stockholder rights plan, Vocus' Board of Directors declared a
dividend distribution of one preferred stock purchase right for each
outstanding share of common stock held by stockholders of record as of the
close of business on May 13, 2013. Vocus also declared today a dividend of
3.0256 rights for each outstanding share of the Company's Series A Convertible
The rights plan is intended to protect Vocus and its shareholders from efforts
to obtain control of Vocus that the Board of Directors determines are not in
the best interests of Vocus and its shareholders and to enable all
shareholders to realize the long-term value of their investment in Vocus. The
rights plan is not intended to interfere with any proposals or offers that the
Board of Directors determines to be in the best interests of all Vocus
Each right will entitle the holder to purchase one one-thousandth of a share
of Vocus' newly created Series B Junior Participating Preferred Stock, at an
initial exercise price of $46.00 per 1/1,000th of a share (subject to
adjustment). The rights will be exercisable only if a person or group acquires
20% or more of Vocus' outstanding common stock (subject to certain
exceptions), or if a person or group announces a tender or exchange offer,
resulting in beneficial ownership of 20% or more of the outstanding common
stock. The rights also will be exercisable if a person or group that already
beneficially owns or has the right to acquire on May 13, 2013, 20% or more of
Vocus' outstanding common stock acquires additional shares equal to 1% or more
of the Company's then outstanding common stock (except in the case of a
certain stockholder who, under limited circumstances, will be permitted to
beneficially own more than 20%, but less than 25%, of Vocus' outstanding
common stock, subject to certain exceptions).
The rights plan will expire on May 13, 2016 or 30 days after Vocus' 2014
annual meeting of stockholders if the continuation of the rights plan is not
approved by Vocus' stockholders at its 2014 annual meeting.
In addition, should a person acquire beneficial ownership of 20% or more of
Vocus' outstanding common stock (including certain derivative transactions)
each right would entitle its holder (other than such acquiring person or group
of affiliated persons) to purchase a number of shares of common stock of Vocus
equal to the exercise price of the rights divided by 50% of the current market
price of such common stock on the date of the event. And if Vocus is acquired
in a merger or other transaction, or Vocus sells 50% or more of its assets or
earning power, each right would entitle its holder (other than such acquiring
person or group of affiliated persons) to purchase a number of shares of
common stock of the acquiring person (or its ultimate parent entity) equal to
the exercise price of the rights divided by 50% of the current market price of
such common stock on the date of the event.
Vocus' Board of Directors can redeem the rights for $0.0001 per right at any
time prior to the earlier of the occurrence of a "trigger event" or the
expiration date. Additionally, prior to an acquisition of 50% or more of
Vocus' common stock, the Board may direct the mandatory exchange of the rights
(other than rights owned by the acquiring person) at an exchange ratio of one
newly issued share of common stock for each right.
The adoption of the rights plan today is not dilutive and does not affect
Vocus' reported earnings per share or financial results, and is not taxable to
holders of Vocus' common stock. A copy of the complete rights plan with
additional details will be included with the appropriate filings being made
promptly with the U.S. Securities and Exchange Commission.
About Vocus, Inc.
Vocus, Inc. is a leading marketing cloud provider that helps businesses reach
and influence buyers across social networks, online and through media. Vocus
provides an integrated suite that combines social marketing, search marketing,
email marketing and publicity into a comprehensive solution to help businesses
attract, engage and retain customers. Vocus software is used by more than
120,000 organizations worldwide and is available in seven languages. For more
information, please visit http://www.vocus.com or call (800) 345-5572.
This release contains "forward-looking" statements that are made pursuant to
the Safe Harbor provision of the Private Securities Litigation Reform Act of
1995. These statements are predictive in nature, that depend upon or refer to
future events or conditions or that include words such as "may," "will,"
"expects," "projects," "anticipates," "estimates," "believes," "intends,"
"plans," "should," "seeks," and similar expressions. This press release
contains forward-looking statements relating to, among other things, whether
Vocus' rights plan will have its intended effects. Forward-looking statements
involve known and unknown risks and uncertainties that may cause actual future
results to differ materially from those projected or contemplated in the
forward-looking statements. Forward-looking statements may be significantly
impacted by certain risks and uncertainties described in Vocus' filings with
the Securities and Exchange Commission.
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