Heliogen Extends Limited Duration Stockholders Rights Plan
16 Abril 2024 - 3:30PM
Business Wire
Heliogen, Inc. (“Heliogen” or the “Company”) (OTCQX: HLGN), a
leading provider of AI-enabled concentrating solar energy
technology, today announced that its Board of Directors (the
“Board”) adopted an amendment to its existing limited duration
stockholder rights plan (as amended, the “Rights Plan”) to extend
the duration of the Rights Plan and reduce the exercise price of
the rights.
Julie Kane, Chair of the Board, stated “Heliogen continues to
experience a significant and ongoing dislocation in the trading
price of its common stock. The extension of the Rights Plan is
intended to enable all of our stockholders to realize the long-term
value of their investment, particularly in light of the Company’s
previously announced consideration of strategic alternatives. The
Rights Plan should reduce the likelihood that any person or group
gains control of Heliogen through open market accumulation without
paying all stockholders an appropriate control premium or without
providing the Board sufficient time to make informed judgments and
take actions that are in the best interests of all
stockholders.”
The Board did not adopt the extension to the Rights Plan in
response to a specific takeover threat. In addition, the Rights
Plan does not prevent the Board from engaging with parties or
accepting an acquisition proposal if the Board believes that it is
in the best interests of Heliogen and all of its stockholders. The
Rights Plan is similar to other plans adopted by publicly held
companies in comparable circumstances, and does not contain any
dead-hand, slow-hand, no-hand or similar feature that limits the
ability of a future Board to redeem the rights.
The Rights Plan, as amended, will automatically expire on April
17, 2025 unless the rights are earlier redeemed by the Company. The
rights will be exercisable only if a person or group (an “acquiring
person”), other than an “exempt person” (as described in the Rights
Plan), acquires or launches a tender or exchange offer to acquire
beneficial ownership (which includes certain synthetic equity
interests) of 12.5% or more of the Company’s outstanding common
stock (20% for certain passive institutional investors as described
in the Rights Plan). Any stockholders with beneficial ownership of
the Company’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. Once the rights
become exercisable, each right will entitle its holder (other than
the acquiring person, whose rights will become void) to purchase,
for $26.40, additional shares of the Company’s common stock having
a market value of twice such exercise price. In addition, the
Rights Plan has customary flip-over and exchange features.
Except as otherwise set forth in the Amendment, the terms of the
Rights Plan are unchanged and remain in full force and effect.
Additional information regarding the Amendment to 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 (“SEC”).
About Heliogen
Heliogen is a renewable energy technology company focused on
decarbonizing industry and empowering a sustainable civilization.
The company’s concentrating solar energy and thermal storage
systems aim to deliver carbon-free heat, steam, power, or green
hydrogen at scale to support round-the-clock industrial operations.
Powered by AI, computer vision and robotics, Heliogen is focused on
providing robust clean energy solutions that accelerate the
transition to renewable energy, without compromising reliability,
availability, or cost. For more information about Heliogen, please
visit heliogen.com.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Statements that are not historical in nature, including
the words “anticipate,” “expect,” “suggests,” “plan,” “believe,”
“intend,” “estimates,” “targets,” “projects,” “should,” “could,”
“would,” “may,” “will,” “forecast” and other similar expressions
are intended to identify forward-looking statements.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this press
release, including but not limited to: (i) our financial and
business performance, including risk of uncertainty in our
financial projections and business metrics and any underlying
assumptions thereunder; (ii) changes in our business and strategy,
future operations, financial position, estimated revenues and
losses, projected costs, prospects and plans; and (iii) our ability
to execute our business model, including market acceptance of our
planned products and services and achieving sufficient production
volumes at acceptable quality levels and prices. You should
carefully consider the foregoing factors and the other risks and
uncertainties disclosed in the “Risk Factors” section in Part I,
Item 1A in our Annual Report on Form 10-K for the year ended
December 31, 2023 and other documents filed by Heliogen from time
to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Heliogen assumes
no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240416485753/en/
Heliogen Investor Contact: Louis Baltimore VP, Strategic
Finance & Investor Relations Louis.Baltimore@heliogen.com
Heliogen Media Contact: Sam Padreddii Manager, Corporate
Communications media@heliogen.com
Heliogen (NYSE:HLGN)
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