SAN FRANCISCO, Aug. 23, 2012 (GLOBE NEWSWIRE) -- LookSmart, Ltd. (Nasdaq:LOOK), an online advertising network solutions company, today announced that its Board of Directors unanimously approved the adoption of a stockholder rights plan (the "Rights Plan"), under which all LookSmart stockholders of record as of September 2, 2012 will receive rights to purchase shares of Series A Participating Preferred Stock.
The Rights Plan, which is effective immediately, and which has a term of one year, is intended to allow LookSmart to engage fully in the exploration and consideration of indications of interest LookSmart has received regarding strategic transactions at valuations in excess of the price offered in the tender offer recently initiated by PEEK Investments LLC, and other strategic alternatives that may be available to it, while continuing to execute on LookSmart's strategic plan. The Rights Plan is designed as a means to guard the Company and its stockholders against abusive takeover tactics and ensure fair and equal treatment of all stockholders. The Rights Plan will provide LookSmart's Board of Directors and stockholders sufficient time to assess any and all indications of interest, without preventing the Board from receiving or considering any offers or entering into any transaction that the Board determines to be in the best interest of LookSmart and its stockholders, consistent with its fiduciary duties.
The rights will be distributed as a non-taxable dividend and will expire one year from adoption. The rights will be exercisable only if a person or group acquires 15 percent or more of LookSmart's Common Stock or announces a tender offer for 15 percent or more of the Common Stock, subject to certain exceptions. If a person acquires 15 percent or more of LookSmart's Common Stock, all rights holders except the buyer will be entitled to acquire LookSmart Common Stock at a discount. With regard to the unsolicited tender offer recently initiated by PEEK Investments LLC, the distribution date shall be October 1, 2012, or such earlier or later date as may be established by the Board of Directors of LookSmart.Any stockholder and its affiliates and associates holding 15 percent or more of the Common Stock as of today will be exempt from the Rights Plan, unless such stockholders acquire additional shares of LookSmart's Common Stock after August 23, 2012. The effect will be to discourage acquisitions of more than 15 percent of LookSmart's Common Stock, including acquisitions by PEEK Investments LLC, unless such acquisitions are negotiated with and approved by the Board of Directors of LookSmart. The rights will trade with LookSmart's Common Stock, unless and until they are separated upon the occurrence of certain future events. The rights distribution is not taxable to stockholders. LookSmart's Board of Directors may terminate the Rights Plan at any time or redeem the rights prior to the time the rights are triggered. Additional details regarding the Rights Plan will be outlined in a summary to be mailed to all stockholders following the record date.