CA Technologies (NASDAQ: CA) today announced that its Board of Directors has unanimously adopted a Stockholder Protection Rights Plan to replace the Company’s existing Rights Plan, scheduled to expire on November 30, 2012. The new Rights Plan was not adopted in response to any specific effort to acquire control of the Company and is not intended to prevent a takeover at a full and fair price.
The Company’s new Rights Plan is substantially similar to the existing Rights Plan, which was voted on and received the favorable support of the Company’s stockholders in 2010 and 2007. In order to address the corporate governance issues that are generally associated with rights plans, CA Technologies will ask its stockholders to vote on its new plan at its 2013 Annual Meeting.
“CA Technologies believes this Rights Plan strikes an appropriate balance between empowering the Board of Directors to use a Rights Plan to increase its negotiating leverage to maximize stockholder value and the current best practices in corporate governance that give stockholders a voice in the process,” said Art Weinbach, Chairman of the Board of Directors.
In connection with the adoption of the new Rights Plan, the Company declared a dividend of one right on each outstanding share of the Company’s common stock. The dividend will be paid on December 3, 2012 upon the expiration of the Company’s existing Rights Plan to stockholders of record on November 19, 2012.
In general terms, and as in the existing Rights Plan, the rights are not exercisable until such time as an acquiring person becomes the beneficial owner of 20 percent or more of the Company’s common stock. The “Qualifying Offer” provision of the Rights Plan establishes a process by which stockholders holding at least 10 percent of the outstanding shares may call a special meeting at which all stockholders may vote on whether to exempt a Qualifying Offer from the Rights Plan, while also providing the Company’s Board with the time and opportunity to attract and secure potentially value-maximizing alternatives to an unsolicited takeover offer.