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April 15, 2014 /PRNewswire/ - The Board of Directors of Scio Diamond Technology Corporation (OTCQB: SCIO) announced today that it has adopted a shareholder rights plan, which is scheduled to expire on
April 15, 2017. Under the plan, one common stock purchase right will be distributed for each share of common stock held by stockholders of record on
April 25, 2014.
The rights plan is intended to enable all of the Company's stockholders to realize the underlying value of their investment in the Company by guarding against inadequate or unsolicited takeover offers. The Company has become aware of an accumulation of a significant amount of the Company's common stock, as well as the prospect of additional share purchases, by certain stockholders. The rights are designed to ensure that the Board of Directors has sufficient time to consider any proposal and the Board of Directors believes that the rights plan will help promote the fair and equal treatment of all stockholders of the Company in the event of any proposed takeover of the Company and ensure that the Board remains in the best position to discharge its fiduciary duties to the Company and its stockholders. In addition, the rights plan will guard against partial tender offers, open market accumulations and other coercive tactics aimed at gaining control of the Company without paying all stockholders a full control premium for their shares.
Under the plan, one common stock purchase right will be distributed for each share of common stock held by stockholders of record on
April 25, 2014. Subject to certain exceptions, the rights will be exercisable if a person or group acquires 17% or more of the Company's common stock (including the number of shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities) or announces a tender offer for 17% or more of the common stock. Under certain circumstances, each right will entitle stockholders to buy one share of common stock of the Company at an exercise price of
$1.20. The Company's Board of Directors will be entitled to redeem the rights at
$0.001per right at any time before a person or group has acquired 17% or more of the outstanding common stock. The rights will expire on
April 15, 2017, subject to the Company's right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.
Subject to limited exceptions, if a person or group acquires 17% or more of the outstanding common stock of the Company or announces a tender offer for 17% or more of the common stock (we refer to such a person or group as an "acquiring person"), each right will entitle the right holder to purchase, at the right's then-current exercise price, a number of shares of common stock having a market value at that time of twice the right's exercise price. Rights held by the acquiring person will become void and will not be exercisable. If the Company is acquired in a merger or other business combination transaction that has not been approved by the Board of Directors after the rights become exercisable, each right will entitle its holder to purchase, at the right's then-current exercise price, a number of shares of the acquiring company's common stock having a market value at that time of twice the right's exercise price.