Tredegar Corporation (NYSE:TG) today announced that its Board of Directors has amended its shareholder rights agreement to better align it with shareholder interests and corporate governance best practices.
The terms of the amended shareholder rights agreement (the “Revised Rights Agreement”):
|(i)||Increase the ownership threshold for triggering the rights agreement to 20 percent of the outstanding shares of the Company’s common stock from 15 percent. Investors holding in excess of 20 percent on the date of amendment are exempted from this provision and “frozen” at current ownership, although these investors may increase their ownership by up to one percent.|
|(ii)||Add a “qualifying offer” provision to allow shareholders representing at least 10% of the outstanding shares of the Company’s common stock to call a special meeting to vote to rescind the Revised Rights Agreement if a qualified offer is received.|
|(iii)||Eliminate “dead hand” provisions that allowed only “continuing directors” to redeem stock purchase rights issued under the existing rights agreement.|
|(iv)||Require approval by a majority of Tredegar shareholders within 12 months of the amendment. If the Revised Rights Agreement is not approved by a majority of Tredegar shareholders within 12 months of the amendment, the Board must redeem the Revised Rights Agreement.|
|(v)||Require re-approval of the Revised Rights Agreement by the majority of Tredegar shareholders by the third anniversary of initial shareholder approval. If the Revised Rights Agreement is not re-approved by a majority of Tredegar shareholders within such three years, the Board must redeem the Revised Rights Agreement.|
The expiration date of the Revised Rights Agreement remains June 30, 2019.