ATG Adopts Shareholder Rights Plan.Business/Technology Editors CAMBRIDGE, Mass.--(BUSINESS WIRE)--Sept. 27, 2001 ATG ATG antithymocyte globulin. lymphocyte immune globulin (antithymocyte globulin equine, ATG, ATG equine, LIG) Atgam Pharmacologic class: Immunoglobulin Therapeutic class: Immunosuppressant (Art Technology Group, Inc., Nasdaq: ARTG ARTG Australian Register of Therapeutic Goods ) today announced that its Board of Directors has adopted a Shareholder Rights Plan. All ATG shareholders of record as of October 9, 2001 will receive rights to purchase shares of a new series of Preferred Stock Stock shares that have preferential rights to dividends or to amounts distributable on liquidation, or to both, ahead of common shareholders. Preferred stock is given preference over common stock. Holders of preferred stock receive dividends at a fixed annual rate. . The Rights are not being distributed in response to any current effort to acquire control of ATG. But rather, the Shareholders Rights Plan is designed to ensure that all ATG shareholders receive fair and equal treatment in the event of a takeover proposal. The plan includes safeguards against tender offers, squeeze-out mergers and other abusive takeover tactics that limit the ability of all shareholders to realize the long-term value of their investment in ATG. The Rights do not prevent a takeover, but should encourage anyone seeking to acquire ATG to negotiate with the Board of Directors prior to attempting one. Under the Rights Plan, the Board of Directors declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of ATG common stock. Initially, each Right will automatically trade with the underlying common stock and will not be exercisable. Subject to limited exceptions, the Rights will become exercisable if a person or entity commences a tender offer for 15 percent or more of outstanding ATG common stock. Each Right may then be exercised for $15 in exchange for one one-thousandth of a share of the newly created Series A Junior Participating Preferred Stock Participating Preferred Stock A type of preferred stock that, under certain conditions, gives holders the right to receive earnings payouts over and above the specified dividend rate. of ATG. The Rights may also become exercisable if a person or entity acquires 15 percent or more of outstanding ATG common stock. Each Right, other than those owned by the acquiring entity, would permit the holder to purchase shares of ATG's common stock having a market value of two times the $15 exercise price of the Right. Similarly, if ATG is involved in a merger or other transaction with another company in which ATG is not the surviving corporation, or transfers more than 50 percent of its assets to another company, each Right, other than those owned by the acquiring entity, would permit the holder to purchase shares of the acquiring company's common stock having a market value of two times the $15 exercise price of the Right. ATG's Board of Directors may redeem the Rights for $0.001 per Right at any time up to ten business days after a person or entity has acquired 15 percent or more of the outstanding common stock. Unless the Rights are exercised or redeemed earlier, they will expire on September 26, 2011. About ATG ATG(R) (Art Technology Group, Inc.) provides an e-business software platform and applications for e-commerce, relationship management, and portals. Customers around the globe rely on ATG for the frontline applications that help build and manage mutually beneficial Adj. 1. mutually beneficial - mutually dependent interdependent, mutualist dependent - relying on or requiring a person or thing for support, supply, or what is needed; "dependent children"; "dependent on moisture" relationships with customers, partners, and employees. Deployed on the industry's most popular application servers, including the ATG Dynamo A family of e-commerce and CRM applications from Art Technology Group, Inc., Cambridge, MA (www.atg.com). Part of ATG's core marketing Adaptive Scenario Engine, Dynamo comprises a comprehensive set of Java-based products that enable an organization to deploy a fully-integrated customer Application Server, ATG's integrated suite of Java(TM) applications is ideal for large-scale, rapidly evolving, and customized Web interactions. ATG and its network of more than 300 committed technology and solution partners deliver dedicated services for client strategy, implementation and support. Together, ATG and its global alliance network provide the e-commerce and relationship management capabilities that generate loyalty, drive sales, and empower the world's most recognized companies to realize the full potential of their online initiatives. Today, ATG has delivered e-business solutions to more than 770 companies worldwide including 3M, Abbott Laboratories Abbott Laboratories (NYSE: ABT) is a diversified pharmaceuticals and health care company. It has over 65,000 employees and operates in 130 countries. The corporate headquarters are in Abbott Park, Illinois, a neighborhood of North Chicago, Illinois. , Aetna Services, Inc., Alcatel, American Airlines American Airlines Major U.S. airline. American was created through a merger of several smaller U.S. airlines and incorporated in 1934. It continued to buy the routes of other airlines, becoming an international carrier in the 1970s; its routes include South America, the , AT&T, Barclays Global Investors Barclays Global Investors is a subsidiary of British-based Barclays Bank which is in the investment management industry. It is the largest corporate money manager in the world, with over £936 billion (US$1.77 trillion) under management as of March 2006[1]. , BMG BMG Bundesministerium für Gesundheit (Germand: Federal Ministry for Health) BMG Be My Girl BMG Blue Man Group BMG Bertelsmann Music Group BMG Be My Guest BMG Browning Machine Gun BMG Bulk Metallic Glass Direct, Eastman Kodak, Ford Motor Credit, HSBC HSBC Hongkong and Shanghai Banking Corporation HSBC Humane Society of Broward County (Florida) HSBC Humane Society of Bay County (Bay County, Michigan) , J. Crew, Sun Microsystems, Walgreen Company, and WellsFargo. The company is headquartered in Cambridge, Massachusetts, with additional locations throughout North America, Europe, and Asia. For more information about ATG, please visit our Web site at www.atg.com (c)2001 Art Technology Group, Inc., ATG, Art Technology Group, the Techmark, the ATG Logo, and Dynamo are registered trademarks, and Personalization Server and Scenario Server are trademarks, of Art Technology Group, Inc. All other trademarks are the property of their respective holders. This press release contains forward-looking statements for purposes of the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions under The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements involve known and unknown risks and uncertainties that may cause the market for ATG's securities to be volatile; there can be no assurance that any transactions involving ATG or its securities that may be affected by its newly adopted Rights plan will or will not occur. Important risk factors affecting ATG's business generally may be found in their periodic reports and registration statements filed with the Securities and Exchange Commission. ATG undertakes no obligation to update any of the forward-looking statements after the date of this press release. |
|
||||||||||||||
Printer friendly
Cite/link
Email
Feedback
Reader Opinion