PGT Innovations Inc. announced that its board of directors unanimously approved the adoption of a limited-duration shareholder rights plan. The board adopted the Rights Plan in response to a likely accumulation of PGT shares by a strategic investor.
About the Rights Plan
The Rights Plan will reduce the likelihood that any entity, person or group gains control of the company through open market accumulation without paying all other shareholders an appropriate control premium, or without providing the board sufficient time to make informed judgments and take actions that it believes are in the best interests of shareholders. The Rights Plan is effective immediately and has a one-year duration, expiring on March 30, 2024.
The Rights Plan is similar to other plans adopted by publicly held companies in comparable circumstances. Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 10 percent or more of PGT’s outstanding common stock in a transaction not approved by the board.
In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the right.
PGT’s response
“PGT is committed to engaging in constructive dialogue with all of our investors and we welcome their perspectives,” says Jeff Jackson, president and CEO. “We also want to ensure investors are able to realize the full long-term value of their investment and receive fair and equal treatment, which is what the Rights Plan is designed to do.”
