SAINT PAUL, Minn., June 6, 2013 (GLOBE NEWSWIRE) -- Image Sensing Systems, Inc. (Nasdaq:ISNS), announced today that its Board of Directors has unanimously adopted a shareholder rights plan (the "Rights Plan") and declared a dividend of one right on each outstanding share of the Company's common stock.
The Rights Plan is designed to ensure that all shareholders of the Company receive fair and equal treatment if an unsolicited attempt is made to acquire the Company. It does not prevent the Board from considering or accepting an offer if the Board believes such action is fair, advisable and in the best interests of the Company's shareholders. In practice, rights plans typically provide a board of directors of a target company with sufficient time to consider any and all alternatives to an acquisition attempt. The Company's Board of Directors deemed it appropriate and prudent to adopt the Rights Plan at this time. The Rights Plan will expire on June 6, 2018 unless renewed by the Board of Directors of the Company.
Under 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 June 17, 2013. 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 20 percent or more of the Company's common stock (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 20 percent of the Company's common stock, 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.
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