Interphase Corporation (NASDAQ: INPH) (the “Company”), a leading global provider of solutions for converged communications networks, today reported that its Board of Directors has adopted a Shareholder Rights Agreement. Under the rights agreement, shareholders of the Company of record as of the close of business on August 9, 2011 will receive a distribution of rights to purchase additional shares of the Company’s common stock. Each share of common stock issued by the Company after that record date will also be accompanied by a purchase right.
The rights agreement is intended to continue to preserve for the Company’s shareholders the long-term value of the Company in the event of a potential takeover of the Company or other action which appears to the Board of Directors to be coercive, unfair or otherwise not in the best interests of the Company and its shareholders.
The rights agreement was not adopted in response to any proposal to acquire control of the Company. It is similar to the rights agreement that the Company had in effect for the ten years ended in early December 2010 and similar to agreements adopted by other U.S. publicly traded companies.
Each purchase right initially will allow the purchase of one share at a price of $39.00 for each share of the Company’s common stock held. The rights will be exercisable only in the event that a person or group acquires, or makes a tender or exchange offer to acquire, beneficial ownership of 15% or more of the Company’s common stock or upon certain other business combination transactions. If the rights become exercisable, in most circumstances they will entitle shareholders, other than the person or group that acquired beneficial ownership of 15% or more of the common stock, to purchase additional shares of common stock at a substantial discount to the market price of the common stock at the time.
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