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Mediabistro Inc. (Nasdaq: MBIS), a leading Internet media company that provides services for social media, traditional media and creative professionals, as well as for innovators in the 3D printing and mobile app industries, today announced that, in response to recent unusual trading activity in its stock, its Board of Directors has approved the adoption of a stockholder rights plan under which stockholders of record on July 15, 2013, will receive rights to purchase shares of a new series of preferred stock in certain circumstances.
The rights plan is intended to protect the Company and its stockholders from efforts to obtain control of the Company that are inconsistent with the best interests of the Company and its stockholders.
Consistent with Mediabistro’s commitment to good corporate governance, the rights will expire in three years, and the Company intends to submit the rights plan for stockholder ratification within 12 months.
The rights will be exercisable if a person or group other than Chairman and Chief Executive Officer Alan M. Meckler, without Board approval, acquires 30% or more of Mediabistro’s common stock or announces a tender offer which results in the ownership of 30% or more of Mediabistro’s common stock. The rights also will be exercisable if a person or group other than Mr. Meckler that already owns 30% or more of Mediabistro’s common stock, without Board approval, acquires any additional shares (other than pursuant to a dividend or distribution paid or made by Mediabistro on the outstanding common stock or pursuant to a split or subdivision of the outstanding common stock). If the rights become exercisable, all rights holders (other than the person triggering the rights) will be entitled to acquire Mediabistro’s common stock at a 50% discount.
The rights will trade with Mediabistro’s common stock, unless and until they are separated upon the occurrence of certain future events. Mediabistro’s Board may terminate the rights plan or redeem the rights prior to the time the rights are triggered.