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Integrated Electrical Services, Inc. (or “IES”) (NASDAQ: IESC), an infrastructure services company with leading positions in a broad range of markets for electrical and communications products and services, today announced that its Board of Directors has adopted a shareholder rights plan (the “Rights Plan”) designed to preserve the value of its net operating loss carryforwards (“NOLs”) and other related tax assets under Section 382 of the Internal Revenue Code.
United States federal income tax rules, and Section 382 of the Internal Revenue Code in particular, could substantially limit the use of net operating losses and other tax assets if IES experiences an “ownership change” (as defined in Section 382 of the Internal Revenue Code). In general, an ownership change occurs if there is a cumulative change in the ownership of IES by “5 percent shareholders” that increases by more than 50 percent over the lowest percentage owned by such shareholders at any time during the prior three years on a rolling basis. IES notes that the Rights Plan serves the interests of all shareholders by protecting the Company’s ability to use its deferred tax assets to offset tax liabilities in the future.
Under the terms of the Rights Plan, IES will distribute to its shareholders a non-taxable dividend distribution of one preferred stock purchase right (a “Right”) for each share of IES common stock outstanding as of the close of business on February 19, 2013. The Rights are not exercisable, will trade together with the Company’s common stock and are not separately transferable unless and until an event triggers the separation of the Rights. Separate certificates for Rights will not be issued until that time.
The Rights Plan is intended to act as a deterrent to any person acquiring beneficial ownership of 4.95% or more of IES’s outstanding common stock (an “Acquiring Person”). Shareholders who beneficially owned 4.95% or more of IES’s outstanding common stock as of the close of business on January
24, 2013 will not become an Acquiring Person so long as they do not acquire additional shares of IES common stock representing a percentage of the outstanding common stock that exceeds by one-half of one percent (0.50%) or more the lowest percentage of IES common stock beneficially owned by such person at any time since January 24, 2013.
A person who becomes an Acquiring Person may be subject to significant dilution in their holdings. The Board of Directors may, in its sole discretion, exempt any person from being deemed an Acquiring Person for purposes of the Rights Plan.