The Amended Rights Plan, which takes effect immediately, will continue in effect until September 18, 2020, subject to earlier expiration in specific circumstances. The Company intends to submit the Amended Rights Plan to a vote at the next annual meeting of shareholders in 2018. If shareholders do not approve the Amended Rights Plan, it will be terminated.The Amended Rights Plan, which was adopted by the Board following evaluation and consultation with the Company's advisors, is similar to NOL shareholder rights plans adopted by numerous publicly traded companies with significant NOLs seeking to protect shareholder value by utilizing such tax benefits. Further details regarding the Amended Rights Plan are contained in a Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on September 18, 2017. Evercore is serving as financial advisor to the Company. Akin Gump Strauss Hauer & Feld LLP and Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. are serving as legal counsel. Forward Looking Statements Comments in this news release that are not historical facts are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. A reader can identify forward-looking statements because they are not limited to historical facts or they use such words as "outlook," "guidance," "may," "should," "could," "believe," "anticipate," "plan," "expect," "estimate," "forecast," "goal," "intend," "committed," "continue," or "will likely result" and similar expressions that concern the Company's strategy, plans, intentions or beliefs about future occurrences or results. These risks and uncertainties include, but are not limited to, those associated with the Company's announced strategic plan, the success of announced acquisition activities and future growth trends in businesses acquired; general economic trends; risks related to the possibility that the transactions may not close, including because one or more closing conditions to the transactions, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions, or may require conditions, limitations or restrictions in connection with such approvals; the risk that the businesses and acquired stores, as applicable, will not be integrated successfully; the risk of litigation and/or regulatory actions related to the proposed transaction; changes in consumer demand or purchase patterns; delays or interruptions in the flow of merchandise between the Company's distribution centers and its stores or between the Company's suppliers and same; a disruption in the Company's data processing services; cyber-security threats; costs and delays in acquiring or developing new store sites; and the factors listed under "Risk Factors" in the Company's most recent Annual Report on Form 10-K and any subsequent quarterly filings on Form 10-Q filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date made. The Company undertakes no obligation to release revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.
About Fred's, Inc.Tracing its history back to an original store in Coldwater, Mississippi, opened in 1947, today Fred's Inc. is headquartered in Memphis, Tennessee, and operates 601 general merchandise and pharmacy stores, including 14 franchised locations, and three specialty pharmacy-only locations. With a unique store format and strategy that combines the best elements of a value-focused retailer with a healthcare-focused drug store, Fred's stores offer more than 12,000 frequently purchased items that address the everyday needs of its customers and patients. This includes nationally recognized brands, proprietary Fred's label products, and a full range of value-priced selections. The Company has two distribution centers, one in Memphis, Tennessee, and Dublin, Georgia. For more information about the Company, visit Fred's website at www.fredsinc.com.