RCM Technologies Amends Stockholder Rights Plan to Add Qualified Offer
Provision Enables Stockholders to Prevent Qualifying Offer From Triggering
PENNSAUKEN, N.J., May 28, 2013 (GLOBE NEWSWIRE) -- RCM Technologies, Inc.
(Nasdaq:RCMT) today announced that its Board of Directors has approved an
amendment to its previously adopted Rights Plan to add a qualified offer /
stockholder redemption provision.
The qualified offer provision is intended to ensure that the Rights Plan does
not discourage prospective acquirors from making offers to acquire RCM that
may be in the best interests of stockholders. It provides that if RCM receives
a qualified offer (as defined in the amended Rights Plan) and the RCM Board of
Directors has not redeemed the outstanding rights or exempted such offer from
the terms of the Rights Plan or called a special meeting of stockholders for
the purpose of voting on whether or not to exempt such qualified offer from
the terms of the Rights Plan, in each case by the end of the 90 business days
following the announcement of such qualified offer, the holders of 10 percent
of RCM's outstanding common stock may call a special meeting of stockholders
to vote on a resolution authorizing the redemption of all, but not less than
all, the then outstanding rights.
The Rights Plan, as amended, is intended to protect RCM and its stockholders
from efforts to obtain control of RCM that the Board of Directors determines
are not in the best interests of RCM and its stockholders, and to enable all
stockholders to realize the long-term value of their investment in RCM. The
Rights Plan is also designed to ensure that all RCM stockholders receive fair
and equal treatment in the event that a stockholder or group of stockholders
or other third party attempts to acquire a substantial interest in RCM's
common stock or attempts an unsolicited takeover of RCM without first
negotiating with the RCM Board of Directors. The Rights Plan is not intended
to interfere with any merger, tender or exchange offer or other business
combination approved by the RCM Board of Directors. Nor does the Rights Plan
prevent the RCM Board of Directors from considering any offer that it
considers to be in the best interest of its stockholders.
"With the addition of the qualified offer stockholder redemption provision, we
believe the Rights Plan reaches an appropriate balance between protecting our
stockholders from coercive and unfair takeover attempts, on the one hand, and,
on the other, comporting with current best practices in corporate governance
that give stockholders a voice in determining whether a particular acquisition
offer is in their best interests," said Leon Kopyt, Chairman of the Board and
CEO of RCM.
In addition to the qualified offer stockholder redemption feature, the RCM
Board has taken the following actions to ensure that the Rights Plan, as
amended, is consistent with what it believes are generally considered best
practices by many stockholder advisory, risk management and corporate
*The Rights Plan is of a limited duration and expires by its terms on
January 30, 2014;
*The Rights Plan does not contain any dead-hand, slow-hand, no-hand or
similar feature that limits the ability of a future Board of Directors to
redeem the rights; and
*The RCM Board of Directors intends to submit the Rights Plan for
ratification at this year's annual meeting of stockholders.
Further details of the Rights Plan, as amended, will be contained in a Current
Report on Form 8-K and in an amended Registration Statement on Form 8-A/A that
RCM will be filing with the Securities and Exchange Commission (SEC). These
filings will be available on the SEC's web site at www.sec.gov.
RCM Technologies, Inc. is a premier provider of business and technology
solutions designed to enhance and maximize the operational performance of its
customers through the adaptation and deployment of advanced information
technology and engineering services.RCM is an innovative leader in the
delivery of these solutions to commercial and government sectors.RCM is also
a provider of specialty healthcare services to major health care institutions
and educational facilities. RCM's offices are located in major metropolitan
centers throughout North America.Additional information can be found at
Forward –Looking Statements
Any statements contained in this release that are not purely historical are
forward-looking statements within the Private Securities Litigation Reform Act
of 1995 and are subject to various risks, uncertainties and other factors that
could cause RCM's actual results, performance or achievements to differ
materially from those expressed or implied by such forward-looking
statements.Forward looking statements include, but are not limited to, those
relating to demand for RCM's services, expected demand for our services and
expectations regarding our revenues, RCM's ability to continue to utilize
goodwill, to continue to increase gross margins, to achieve and manage growth,
to develop and market new applications and services, risks relating to the
acquisition and integration of acquired businesses, the ability of RCM to
consummate acquisitions as to which it executes non-binding letters of intent,
demand for new services and applications, timing of demand for services,
industry strength and competition and general economic factors.Investors are
directed to consider such risks, uncertainties and other factors described in
documents filed by RCM with the Securities and Exchange Commission.
CONTACT: RCM Technologies, Inc.
2500 McClellan Avenue
Pennsauken, NJ 08109
Chairman, President & CEO
Kevin D. Miller
Chief Financial Officer
RCM Technologies, Lnc.
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