This Day On The Street
Continue to site
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

Obagi Medical Products, Inc. Responds To February 10, 2012 Letter Concerning Its Rights Plan And Corporate Governance Matters

Obagi Medical Products, Inc. (Nasdaq:OMPI), a leader in topical aesthetic and therapeutic skin health systems, responds to the letter dated February 10, 2012 concerning its Rights Plan and corporate governance matters.

On February 10, 2012, our Board of Directors received a letter related to its Rights Plan and certain corporate governance matters. After due consideration by the Board of Directors, the Company provides the following response.

As provided in our letter to stockholders dated January 10, 2012, the Rights Plan was designed to ensure that all of our stockholders receive fair and equal treatment in the event a stockholder or group of stockholders or other third party attempts to acquire a substantial interest in the Company’s common stock or attempts an unsolicited takeover of the Company. The purpose for adopting the Rights Plan is to encourage any potential acquirer to negotiate with our Board of Directors in good faith, which we believe maximizes value for our stockholders and guards against abusive tactics to gain control of the Company. In addition, as was disclosed in our SEC filings reporting the adoption of the Rights Plan, the Rights Plan will expire on December 23, 2012 unless its adoption is ratified on or prior to such date by our stockholders. As made clear by this expiration date construct, the Board fully intended, and continues to intend, to submit the Rights Plan to our stockholders at this year’s annual meeting for ratification. If our stockholders do not ratify the Rights Plan at this year’s annual meeting, then the Rights Plan will expire pursuant to its terms.

We also believe that it is important to note that our Rights Plan contains the following attributes which are considered best practices by stockholder advisory, risk management and corporate governance bodies:

  • The Rights Plan expires upon the earliest of three years from the date of its adoption, one year from its date of adoption if not submitted to stockholders for ratification and the date of the annual meeting if our stockholders vote against its ratification.
  • The Rights Plan includes a stockholder redemption feature pursuant to which 10 percent of the outstanding shares may call a special meeting to vote on rescinding the Rights Plan if our Board of Directors refuses to redeem the Rights Plan 90 business days after a qualifying offer is announced.
  • The rights will only be exercisable 10 days after it is publicly announced that a person or group (with certain exceptions) has acquired a 20% or greater beneficial ownership stake in the Company’s common stock or 10 business days after a person or group has commenced a tender or exchange offer that would result in the person or group holding a 20% or greater beneficial ownership stake in the Company’s common stock.
  • The Rights Plan does not contain any dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future Board to redeem the rights.

For these reasons, we believe the Rights Plan reaches an appropriate balance between enabling our Board of Directors to use the Rights Plan to maximize stockholder value and the current best practices in corporate governance that give stockholders a voice in such process.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
SYM TRADE IT LAST %CHG

Markets

DOW 18,232.02 -53.72 -0.29%
S&P 500 2,126.06 -4.76 -0.22%
NASDAQ 5,089.3620 -1.4320 -0.03%

Partners Compare Online Brokers

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs