TAMPA, Fla., Oct. 18, 2013 (GLOBE NEWSWIRE) -- HCI Group, Inc. (NYSE:HCI) has adopted a five-year shareholder rights plan. The company's board of directors effected the rights plan by declaring a dividend distribution of one preferred share purchase right for each outstanding share of common stock. The rights are to be distributed to shareholders of record at the close of business on Nov. 15, 2013.
Initially, the rights will automatically attach to the shares of common stock, trade together with those shares and be represented by the certificates representing the common stock. If the rights become exercisable, each right entitles the holder to purchase one one-hundredth of a share of Series B Junior Participating Preferred Stock at an exercise price of $125, subject to adjustment as provided in the rights plan. The rights distribution is not taxable to shareholders. Shareholders are not required to take any action to receive the rights distribution. Until the rights become exercisable, outstanding stock certificates (or, in the case of shares reflected on the direct registration system, by the notations in the book-entry account system of the transfer agent for the shares) will represent both shares of the company's common stock and the rights.
HCI's rights plan is similar to plans adopted by numerous other publicly held companies. Under the plan, the rights become exercisable only in the event any person or group beneficially acquires 10% or more of HCI's common stock in a transaction not approved by the company's board of directors or if a tender or exchange offer by any person or group is first published, sent or given that would result in ownership of 10% or more of HCI Group's common stock. The rights will expire on Oct. 18, 2018.HCI's board of directors adopted the rights plan to ensure implementation of the company's long-term business plans, including maximization of the long-term value of its tangible and intangible assets for the benefit of shareholders and promote fair and equal treatment of the company's shareholders in connection with any initiative to acquire control of the company through the purchase of a significant percentage of HCI's outstanding common shares.
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