JAKKS Pacific, Inc. (the "Company") today announced that its board of directors has unanimously adopted a stockholder rights plan and declared a dividend of one right for each outstanding share of the Company's common stock. The Board adopted the rights plan in response to Oaktree Capital Management's unsolicited and highly conditional indication of interest as well as a recent indication by Oaktree that it may accumulate additional shares of the Company's stock in the open market.
The Company's rights plan is designed to protect against any potential coercive or abusive takeover techniques and to help ensure that the Company's stockholders are not deprived of the opportunity to realize full and fair value on their investment. The plan, which was adopted following evaluation and consultation with the Company's outside advisors, is similar to plans adopted by numerous publicly traded companies.
In connection with the adoption of the stockholder rights plan, the Company's board of directors declared a dividend of one right for each share of the Company's common stock held by stockholders of record as of the close of business on March 15, 2012. Initially, the rights will not be exercisable and will trade with the shares of the Company's common stock. Under the plan, the rights will generally be exercisable only 10 business days either after a person or group becomes an "acquiring person" by acquiring beneficial ownership of
10% or more of the Company's common stock or if a person or group commences a tender or exchange offer which, if consummated, would result in a person owning
10% or more of the Company's common stock. In addition, if a person or group acquires beneficial ownership of 10% or more of the Company's common stock, each right will generally entitle the holder, other than the acquiring person or group, to acquire, for the exercise price of $80.00 per right, shares of the Company's common stock (or, in certain circumstances, other consideration) having a market value equal to twice the right's then-current exercise price. The Company's board of directors may redeem the rights at a price of $0.01
per right at any time up to ten business days after a person or group acquires beneficial ownership of 10% or more of the Company's common stock.
The rights plan will continue in effect until March 4, 2013, unless earlier redeemed or exchanged for shares of common stock by the Company.