March 26, 2012
/PRNewswire/ -- Air T, Inc. (Nasdaq Capital Market: AIRT) announced today that that its Board of Directors (the "Board") adopted a Rights Agreement, pursuant to which one preferred stock purchase right will be distributed as a dividend on each share of the Company's common stock held of record as of the close of business on
(the "Rights"). Initially, the Rights will be represented by the Company's common stock certificates, or by the registration of uncertificated shares of common stock in the Company's share register, and will not be exercisable.
The Rights Agreement 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 Board's outside advisors, is similar to plans adopted by numerous publicly traded companies.
Under the Rights Agreement, with certain exceptions, if any person or group becomes the beneficial owner of 15% or more of the Company's common stock, then each Right not beneficially owned by such beneficial owner will entitle its holder to purchase, at the Rights' then-current exercise price, shares of the Company's common stock having a market value of twice the Rights' then-current exercise price. In addition, with certain exceptions, if, after any person or group has become a beneficial owner of 15% or more of the Company's common stock, the Company becomes involved in a merger or other business combination, each Right will entitle its holder (other than such 15% or more beneficial owner) to purchase, at the Rights' then-current exercise price, common shares of the acquiring company having a value of twice the Rights' then-current exercise price.