Spok Holdings Announces it is Conducting a Strategic Alternatives Review
Sep 03, 2021 8:00 AM
Company’s Ongoing Review was Prompted by Several Recent Indications of Interest in Acquiring the Company
Spok Adopts Limited-Duration Shareholder Rights Plan to Protect its Ongoing Process
Spok’s strategic review process has been ongoing for several weeks, following the receipt of multiple private expressions of interest in acquiring all or part of the Company. The Company determined to announce its review process to provide full transparency to all interested parties, including the Company’s shareholders, in light of the public expression of interest in acquiring Spok, and the rapid accumulation of more than 5% of Spok’s outstanding stock, by Acacia Research Corporation and its partner,
After market hours on
The Rights Plan has been adopted in order to ensure the Board can conduct an orderly review of strategic alternatives. The Rights Plan will not preclude the Spok Board from considering an offer that is fair and in the best interests of Spok shareholders.
“Spok’s Board is dedicated to maximizing value for all our shareholders,” said
The Rights will be exercisable only if, following the time of this announcement, a person or group (each, an “acquiring person”) acquires beneficial ownership (including certain synthetic equity positions created by derivative securities) of 10% (or 20% in the case of passive institutional investors) or more of Spok’s outstanding common stock. In that case, each holder of a Right (other than the acquiring person, whose Rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of Spok’s common stock at a 50% discount. Any shareholders with beneficial ownership of Spok’s outstanding common stock above the applicable threshold as of the time of this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan. The Rights Plan provides several important shareholder-friendly features, including an ability for shareholders to call a special meeting for purposes of exempting a “qualifying offer.”
A copy of the Rights Plan and a summary of its terms will be filed on a Form 8-K with the
There can be no assurance that the strategic alternatives review process will lead to a transaction or the sale of all or part of the Company. At this time, Spok shareholders are not required to take any action.
About Spok
Spok is a trademark of
Safe Harbor Statement under the Private Securities Litigation Reform Act:
Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Spok’s future operating and financial performance and statements relating to the effects of the Rights Plan and the outcome of the unsolicited takeover bid from Acacia Research Corporation and Spok’s strategic alternatives review, are forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Spok’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, risks related to the COVID-19 pandemic and its effect on our business and the economy, other economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment, our ability to effectively develop, introduce and deploy our integrated communications platform and collaboration platform, Spok Go, declining demand for paging products and services, continued demand for our software products and services, our dependence on the
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Investor Contact
+1 (312) 445-2866
spok@alpha-ir.com
Media Contact
Sloane-Spok@Sloanepr.com
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