DMC Global Adopts Limited-Duration Stockholder Rights Plan
06 Junio 2024 - 6:00AM
DMC Global Inc. (Nasdaq: BOOM) today announced its board of
directors (the “Board”) has unanimously adopted a limited-duration
Stockholder Protection Rights Agreement (the “Rights Plan”) to
protect stockholder interests.
The Board, in consultation with its legal and
financial advisors, adopted the Rights Plan in response to the
accumulation of shares of the Company’s common stock. The Rights
Plan became effective on June 5, 2024 and will expire on June 4,
2025, unless earlier terminated.
The Rights Plan is intended to enable
stockholders to realize the full value of their investment in DMC
Global while reducing the likelihood that any entity, person or
group gains control of the Company through open-market accumulation
without paying all stockholders an appropriate control premium or
providing the Board sufficient opportunity to make informed
judgments and take actions that are in the best interests of all
stockholders. The Rights Plan is not intended to deter offers and
does not preclude the Board from considering offers that recognize
the full value of the Company.
Pursuant to the Rights Plan, the Company is
issuing one right for each share of common stock as of the close of
business on June 17, 2024. The rights will initially trade with
DMC’s common stock and will generally become exercisable only if
any person (or any persons acting as a group) acquires 10% or more,
or 20% in the case of certain passive investors of the Company’s
outstanding common stock (the “triggering percentage”). The Rights
Plan does not aggregate the ownership of stockholders “acting in
concert” unless and until they have formed a group under applicable
securities laws. If the rights become exercisable, all holders of
rights (other than the person, entity or group triggering the
Rights Plan, whose rights will become void and will not be
exercisable) will have the right to purchase from the Company for
$75, subject to certain potential adjustments, shares of the
Company’s common stock having a market value of twice that amount.
In addition, at any time after a person or group acquires the
triggering percentage, but less than 50% of the Company’s
outstanding common stock, the Board may exchange one share of the
Company’s common stock for each outstanding right (other than
rights owned by such person or group, which would have become void
and not exercisable). Under the Rights Plan, any person who
currently owns more than the triggering percentage may continue to
own its shares of common stock but may not increase its ownership
without triggering the Rights Plan.
Further details about the Rights Plan will be
contained in a Form 8-K to be filed by the Company with the U.S.
Securities and Exchange Commission.
The Board is continuing its review of strategic
alternatives for the Company’s DynaEnergetics and NobelClad
businesses and is considering various strategic, business, and
financial options. These could include, among other things, a sale,
a merger or other business combination of a portion of DMC’s
business-unit assets, and/or a strategic investment.
As previously noted, the Board has not set a
timetable to complete the strategic review process. There can be no
assurance that the review process will result in any transactions.
DMC does not intend to disclose developments with respect to the
review process until such time as the Board has approved a specific
course of action or the Company otherwise deems disclosure required
or appropriate.
About DMC GlobalDMC Global is
an owner and operator of innovative, asset-light manufacturing
businesses that provide unique, highly engineered products and
differentiated solutions. DMC’s businesses have established
leadership positions in their respective markets and consist of:
Arcadia, a leading supplier of architectural building products;
DynaEnergetics, which serves the global energy industry; and
NobelClad, which addresses the global industrial infrastructure and
transportation sectors. Based in Broomfield, Colorado, DMC trades
on Nasdaq under the symbol “BOOM.” For more information, visit:
HTTP://WWW.DMCGLOBAL.COM.
Safe Harbor LanguageThis news
release contains certain forward-looking statements regarding the
Company. All of these statements are based on management’s
expectations as well as estimates and assumptions prepared by
management that, although they believe to be reasonable, are
inherently uncertain. These statements involve risks and
uncertainties, including, but not limited to, economic,
competitive, governmental and other factors outside of the
Company’s control that may cause its business, industry, strategy,
financing activities or actual results to differ materially. More
information on potential factors that could affect the Company and
its financial results is available in the “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” sections within the Company’s Annual Report
on Form 10-K for the year ended December 31, 2023, and in other
documents that the Company has filed with, or furnished to, the
U.S. Securities and Exchange Commission. The Company does not
undertake any obligation to release public revisions to any
forward-looking statement, including, without limitation, to
reflect events or circumstances after the date of this news
release, or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
CONTACT:Investors:Geoff
HighVice President of Investor Relations303-604-3924
Media:Riyaz Lalani or Dan
GagnierGagnier
Communications416-305-1459DMCGLOBAL@GAGNIERFC.COM
DMC Global (NASDAQ:BOOM)
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