Lee Enterprises Adopts Limited-Duration Shareholder Rights Plan
29 Marzo 2024 - 8:00AM
Lee Enterprises, Incorporated (NASDAQ: LEE) (“Lee” or the
“Company”), today announced that its Board of Directors (the
“Board”) has unanimously adopted a limited-duration shareholder
rights plan (“Rights Plan”). The Rights Plan is effective
immediately and will expire on March 27, 2025. The Board may
consider an earlier termination of the Rights Plan if circumstances
warrant.
The Board, in consultation with its legal
advisors, adopted the Rights Plan in response to the significant
accumulation of shares of Lee common stock by Quint Digital
Limited, an entity based in India (together with its promoters and
affiliates, “Quint”). In adopting the Rights Plan, the Board
considered among other things, that Quint:
- Rapidly built
and increased its ownership position to more than 12.4% of the
Company’s outstanding common stock, and in recent discussions with
the Company, Quint indicated its intent to continue to accumulate
LEE shares,
- Controls a
digital publishing business that offers a content management system
that seeks to compete with the Company’s subsidiary, BLOX Digital,
and
- Highlighted its ownership stake in
Lee in its public materials, including a February 28th press
release that outlines its strategy for expansion into the North
American media tech market.
“Consistent with its fiduciary duties, the Lee
Board determined that based on the circumstances it was necessary
to adopt a rights plan to protect the long-term interests of all
Lee shareholders,” said Mary Junck, Chairman of the Board. She
continued, “The Company has maintained open dialogue with Quint
Digital and plans to continue these conversations.”
The Rights Plan is intended to enable the
Company’s shareholders to realize the long-term value of their
investment, ensure that all shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company, and
to guard against tactics to gain control of the Company without
paying all shareholders an appropriate premium for that control.
The Rights Plan applies equally to all current and future
shareholders and is not intended to deter offers or preclude the
Lee Board from considering offers that are fair and otherwise in
the best interest of the Company’s shareholders.
The Rights Plan is similar to plans adopted by
other publicly traded companies in the United States. Pursuant to
the Rights Plan, the Company is issuing one right for each share of
common stock as of the close of business on April 8, 2024. The
rights will initially trade with Lee common stock and will
generally become exercisable only if any person (or any persons
acting as a group) acquires 15% or more of the Company’s
outstanding common stock (the “triggering percentage”). The Rights
Plan does not aggregate the ownership of shareholders “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 any triggering person) will be entitled to
acquire shares of common stock at a 50% discount or the Company may
exchange each right held by such holders for one share of common
stock. Under the Rights Plan, any person which currently owns more
than the triggering percentage may continue to own its shares of
common stock but may not acquire any additional shares without
triggering the Rights Plan. The Rights Plan does not contain any
dead-hand, slow-hand, no-hand or similar feature that limits the
ability of a future board of directors to redeem the rights.
Further details about the Rights Plan will be
contained in a Form 8-K to be filed by the Company with the
SEC.
About Lee Enterprises
Lee Enterprises is a major subscription and
advertising platform and a leading provider of local news and
information, with daily newspapers, rapidly growing digital
products and over 350 weekly and specialty publications serving 73
markets in 26 states. Year to date, Lee’s newspapers have average
circulation of 1.0 million, and our legacy website, including
acquisitions, reach more than 33 million digital unique visitors.
Lee’s markets include St. Louis, MO; Buffalo, NY; Omaha, NE;
Richmond, VA; Lincoln, NE; Madison, WI; Davenport, IA; and Tucson,
AZ. Lee Common Stock is traded on NASDAQ under the symbol LEE. For
more information about Lee, please visit www.lee.net.
Forward-Looking StatementsThe
information provided in this press release may include
forward-looking statements relating to future events or the future
financial performance of the Company, including but not limited to
statements related to the benefits of the Rights Plan and the
ability of the Rights Plan to maximize shareholder value in the
event of a takeover of Lee. Because such statements are subject to
risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements.
Words such as “aims,” “anticipates,” “plans,” “expects,” “intends,”
“will,” “potential,” “hope” and similar expressions are intended to
identify forward-looking statements. These forward-looking
statements are based upon current expectations of the Company and
involve assumptions that may never materialize or may prove to be
incorrect. Actual results and the timing of events could differ
materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties. Detailed
information regarding factors that may cause actual results to
differ materially from the results expressed or implied by
statements in report relating to the Company may be found in the
Company’s periodic filings with the SEC, including the factors
described in the sections entitled “Risk Factors,” copies of which
may be obtained from the SEC’s website at www.sec.gov. The
Company does not undertake any obligation to update forward-looking
statements contained in this press release.
Investor ContactIR@lee.net(563)
383-2100
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