Carl Icahn eyes Hologic, the company rises shields
Under the Rights Plan, stockholders of record at the close of business on December 2, 2013 will receive one right for each share of Hologic common stock held on that date. Initially, these rights will not be exercisable and will trade with the shares of Hologic common stock.
If the rights become exercisable, each right will entitle stockholders to buy one ten-thousandth of a share of a new series of participating preferred stock at an exercise price of $107 per right. The Rights Plan expires on November 20, 2014 subject to the occurrence of certain transactions, unless the rights are earlier redeemed or exchanged by the company.
Subject to certain exceptions, the rights will be exercisable only if a person or group acquires 10% or more of Hologic's common stock (15% or more in the case of passive institutional investors filing on Schedule 13G as described in the rights plan).
In that instance, each right will entitle its holder (other than such person or members of such group) to purchase, at the exercise price, a number of shares of Hologic's common stock having a then-current market value of twice the exercise price
In addition, if after a person or group acquires 10% or more of Hologic's common stock (15% or more in the case of passive institutional investors filing on Schedule 13G), Hologic merges into another company, an acquiring entity merges into Hologic or Hologic sells or transfers more than 50% of its consolidated assets or earning power, then each right will entitle its holder to purchase, for the exercise price, a number of shares of common stock of the person engaging in the transaction having a then-current market value of twice the exercise price.
In all cases, rights held by any person or group whose actions trigger the Rights Plan would become void and not be exercisable. Hologic's Board of Directors may redeem the rights for $0.001 per right at any time before an event that causes the rights to become exercisable. ■