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Fortune Brands Home & Security, Inc., an operating unit of Fortune Brands, Inc. (NYSE: FO), today announced that its board of directors adopted a Stockholder Rights Agreement in advance of the company’s anticipated spin-off on October 3, 2011.
The board of directors declared a dividend of one preferred stock purchase right for each share of company common stock outstanding on October 10, 2011. The preferred stock purchase rights would only be activated if triggered by the Rights Agreement. The rights will expire on October 3, 2012, unless earlier redeemed or exchanged by the company.
“Adopting a shareholder rights plan is an appropriate step for Fortune Brands Home & Security to protect the interests of shareholders as the company becomes an independent business and realizes its upside potential as the U.S. housing market recovers,” said Chris Klein, president and chief executive officer of Fortune Brands Home & Security.
Stockholder Rights Agreements are designed to protect a company’s stockholders against any coercive, unfair or inadequate tender offers and other abusive takeover tactics that may or may not occur and to preserve a company’s long-term value for the benefit of its stockholders.
Effective following the close of business on October 17, 2011, if any person or group is or becomes a beneficial owner of 15% or more of the outstanding shares of company common stock, there would be a triggering event under the Rights Agreement resulting in significant dilution in the ownership interest of such person or group in company stock. There is a limited exception specified in the Rights Agreement for any person or group that owned 15% or more of the outstanding shares of Fortune Brands immediately prior to the issuance of this press release.
Stockholders are not required to take any action to receive the preferred stock purchase rights. Until the rights become exercisable, they will not be evidenced by separate certificates and will trade automatically with such shares of company common stock.