Pursuant to the Rights Plan, the Company is issuing one preferred stock purchase right for each share of common stock outstanding at the close of business on November 5, 2012. Initially, these rights will not be exercisable and will trade with the shares of the Company’s common stock.
Under the Rights Plan, the rights generally will become exercisable only if a person or group acquires beneficial ownership of 10 percent or more of the Company’s common stock (or in the case of a passive investor or group reporting beneficial ownership on Schedule 13G, 15 percent or more), including in the form of synthetic ownership through derivative positions, in a transaction not approved by the Board of Directors of the Company. In that situation, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of common stock having a value of twice the exercise price of the right. In addition, if the Company is acquired in a merger or other business combination after an unapproved party acquires more than 10 percent of the Company’s common stock (or 15 percent or more for a person or group reporting beneficial ownership on Schedule 13G), each holder of the right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock having a value of twice the exercise price of the right. Alternatively, when the Rights become exercisable (and prior to the acquisition by a person or group of 50 percent or more of the Company’s common stock), the Board of Directors may authorize the issuance of one share of Oshkosh Common Stock in exchange for each Right that is then exercisable.
The Rights Plan exempts any person or group owning 10 percent or more of the Company’s common stock (or 15 percent for a person or group reporting beneficial ownership on Schedule 13G) as of the announcement of the Rights Plan. However, the rights also will be exercisable if a person or group that already owns 10 percent or more of the Company’s common stock (or 15 percent for a person or group reporting beneficial ownership on Schedule 13G) acquires additional shares representing 1 percent or more of the Company’s outstanding shares (including through derivatives, but other than pursuant to a dividend or distribution paid or made by the Company or pursuant to a stock split or reclassification).
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