- Shareholders must approve changes
- Increases trigger threshold to 20%
- Adds “qualifying offer” provision
Directors of Accuride Corporation have adopted an “amended and restated rights agreement,” increasing from 15% to 20% the stock-ownership threshold at which the rights would be effective: if any investor accumulates 20% of Accuride stock, shareholders may petition the board to consider the offer.
In its announcement of the change, Accuride emphasized it is not a response to any specific takeover proposal.
Evansville, IN-based Accuride produces commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, and other commercial-vehicle components. It’s a market segment that has been under pressure in recent months as demand for trucks and off-road vehicles has dissipated, leading Accuride and other suppliers to amend their earnings forecasts and implement production cutbacks.
Navistar, another manufacturer in that segment, adopted a shareholders’ rights plan for the first time earlier this year.
“Renewing the stockholder rights plan is intended to protect stockholder interests as we continue to execute our plan to “fix and grow” the company, particularly in light of the current soft patch in the commercial vehicle industry recovery,” stated Accuride president and CEO Rick Dauch.
The original plan assigned rights to holders of Accuride’s common stock at a rate of one right per share, as of November 23, 2011. Shareholders will be asked to vote on a binding proposal to ratify the amended rights plan at Accuride’s 2013 Annual Meeting, next April. If it is not approved, it will terminate at the close of that meeting. If shareholders approve the plan, it will terminate on November 9, 2015.
The amended plan also modifies the previous shareholder rights plan by adding a “qualifying offer” provision, providing that shareholders may cause directors to call a special meeting if the board has not redeemed the rights or exempted a “qualifying offer” within the timeframe specified in the plan.
“The rights plan is not intended to prevent a takeover of Accuride, and it does not prevent our board from considering any offer that it considers to be in the best interest of our stockholders,” according to Dauch. “Rather, it is designed to encourage anyone seeking to acquire the company to negotiate with the board of directors and to ensure sufficient time to consider any proposal.”