Chartwell Re Board Approves Shareholder Rights Plan.STAMFORD, Conn.--(BUSINESS WIRE)--May 22, 1997--Chartwell Re Corporation (NYSE NYSE See: New York Stock Exchange :CWL CWL Catholic Women's League CWL Campus Wide Login CWL Center for Writing and Learning CWL Concealed Weapons License CWL Cardiff, Wales, United Kingdom - Cardiff-Wales (Airport Code) CWL Congestion Window Limit CWL Crying With Laughter ), announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to protect stockholders against certain hostile takeover Hostile Takeover A takeover attempt that is strongly resisted by the target firm. Notes: Hostile takeovers are usually bad news, as the employee moral of the target firm can quickly turn to animosity against the acquiring firm. activities. Under the Plan, the Company will distribute a dividend of one Preferred Share Purchase Right for each outstanding share of Chartwell Re's common stock. A summary of the Shareholder Rights Plan will be mailed to stockholders shortly. Richard E. Cole, Chartwell's Chairman and Chief Executive Officer, said, "The Rights are intended to ensure that all of Chartwell's stockholders receive fair and equal treatment in the event of any proposed takeover, and to guard against partial tender offers, squeeze-outs and other hostile tactics to gain control of Chartwell without paying stockholders a fair price." "The Rights Plan allows for and encourages an orderly process for takeovers that would increase stockholder value while protecting stockholders' investment from takeover tactics that do not respect the rights of all stockholders," Cole said, and noted that, "the Rights would not prevent a takeover, but are designed to encourage anyone seeking to acquire the company to negotiate with the Board to ensure that the terms are fair to all stockholders." The record date for the Rights distribution is May 22, 1997, and the Rights will expire ten years later unless earlier redeemed by the Company. The Rights distribution is not taxable to stockholders. The Rights would be exercisable only if a person or group acquires 20% or more of Chartwell's common stock or announces a tender offer that would lead to ownership by a person or a group of 20% or more of the common stock. Each of the Rights will entitle stockholders to buy one one-hundredth of a share 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. at an exercise price of $120.00. Under the Right's "flip-in" feature, if any person or group becomes the beneficial owner Beneficial Owner A person who enjoys the benefits of ownership even though title is in another name. Notes: For example, when shares of a mutual fund are held by a custodian bank or when securities are held by a broker in street name, the true owner is the beneficial of 20% or more of the Company's common stock, then each Right not owned by such person or group will entitle its holder to purchase, at the Rights then current exercise price, shares of the Company's common stock having a value of twice the Right's exercise price. If Chartwell is acquired in a merger or other business combination transaction after a person or group acquired 20% or more of its common stock, under certain circumstances holders of Rights will be entitled to purchase a number of the acquiring company's shares having a market value equal to twice the exercise price of the Rights. Prior to the acquisition by a person or group of beneficial ownership of 20% or more of Chartwell Re's common stock, the Rights are redeemable for $.001 per Right at the option of Chartwell's Board of Directors. Subject to certain conditions, if a person or a group becomes the beneficial owner of 20% or more of the Company's common stock, the Company's Board of Directors may exchange each Right not owned by such person or group for one share of common stock of the Company. Chartwell Re Corporation conducts business principally through its four wholly-owned subsidiaries, Chartwell Reinsurance The contract made between an insurance company and a third party to protect the insurance company from losses. The contract provides for the third party to pay for the loss sustained by the insurance company when the company makes a payment on the original contract. Company, The Insurance Corporation of New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of ("INSCORP"), Archer Group Holdings plc and Chartwell Advisers Limited. Chartwell Reinsurance Company writes property, casualty, marine and aviation reinsurance for specialty, regional and global ceding cede tr.v. ced·ed, ced·ing, cedes 1. To surrender possession of, especially by treaty. See Synonyms at relinquish. 2. companies. INSCORP writes property and casualty insurance for specialty program administrators. Chartwell Reinsurance Company and INSCORP are rated A (Excellent) and A- (Excellent), respectively, by A.M. Best Company and are assigned an A- claims paying ability rating by Standard & Poor's. Archer Group Holdings plc is the parent company of Archer Managing Agents Limited, which is one of the largest at Lloyd's, managing 10 Lloyd's syndicates with a total underwriting capacity for 1997 of 380 million Pounds Sterling. Chartwell Advisers Limited provides advisory services advisory services advisory services provided to the public, in their capacity as owners and managers of animals, are an important part of veterinary science. They may be provided by government bureaux, by commercial companies who deal in pharmaceuticals or animals or animal to New London New London, city (1990 pop. 24,540), New London co., SE Conn., on the Thames River near its mouth on Long Island Sound; laid out 1646 by John Winthrop, inc. 1784. Capital plc, a publicly traded company publicly traded company A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market. which provides capital to select syndicates at Lloyd's. This press release, information on Chartwell's directors and senior officers and current business and financial data are available on Chartwell's website at www.chartwellre.com. CONTACT: Chartwell Re Corp. Steven J. Bensinger, 203/705-2520 Nancy B. Saltzman, 203/705-2532 |
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