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Claremont Technology Group Announces Adoption of Shareholder Rights Plan.


BEAVERTON, Ore.--(BUSINESS WIRE)--Feb. 9, 1998--Claremont Technology Group, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
:CLMT), announced today that its Board of Directors has adopted a Shareholder Rights Plan designed to ensure fair and equal treatment for all shareholders in connection with any take-over bid.

The Shareholder Rights Plan will provide shareholders with more time to fully consider any unsolicited un·so·lic·it·ed  
adj.
Not looked for or requested; unsought: an unsolicited manuscript; unsolicited opinions.


unsolicited
Adjective
 offer and will allow the Board of Directors to pursue other alternatives, if appropriate, to maximize shareholder value.

Jerry Stone, Chairman of Claremont, said, "With the adoption of this Rights Plan, we have taken what we believe is a prudent, proactive step to protect the welfare of our shareholders and employees in the event that an unsolicited attempt is made to acquire the Company for less than its full value. The Rights Plan does not prevent an acquisition of the Company, but it is designed to protect shareholders from abusive Tending to deceive; practicing abuse; prone to ill-treat by coarse, insulting words or harmful acts. Using ill treatment; injurious, improper, hurtful, offensive, reproachful.  attempts to acquire control of the Company at a price which would deny shareholders the full value of their investment. Although we are not now the target of such an action, the Rights Plan helps ensure that the Board will have at its disposal the means to negotiate more effectively with a potential acquirer in the event that such an action is attempted in the future."

Under the terms of the Claremont Rights Plan, each shareholder of record at the close of business on February 20, 1998 will receive rights to purchase shares of a new series of Claremont 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 will be exercisable only if a person or group acquires 15 percent or more of Claremont's Common Stock or announces a tender offer for 15 percent or more of Claremont's Common Stock.

If a person acquires 15 percent or more of Claremont's Common Stock, all rightholders except the buyer will be entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to purchase Claremont's Common Stock at a discount. The intent is to discourage acquisitions of more than 15 percent of Claremont's Common Stock without negotiations with the Board.

Claremont's Board of Directors may terminate the Rights Plan at any time or redeem the rights prior to the time that the rights become exercisable. Details of the Shareholder Rights Plan are outlined in a letter that will be mailed to all shareholders following the record date.

Claremont Technology Group, a leading systems integration firm, has 18 offices located throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Canada and Australia.

Through its industry practices, Claremont provides both custom and pre-packaged business solutions to its clients in select vertical markets, including benefit services, communications, financial services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
, manufacturing and utilities. Business Week named Claremont Technology Group number 44 of 100 Hot Growth Companies for 1997.

The Company's headquarters are located in Beaverton, Oregon Beaverton is a city in Washington County, Oregon, United States, seven miles west of Portland in the Tualatin River Valley. As of May 2006, its population is estimated to be 84,270,[1] 9.1% more than the 2000 census figure of 76,129. . For additional information visit Claremont's web site at www.clrmnt.com.

CONTACT: Claremont Technology Group, Inc.

Elise P. Caffrey, 888/543-9010

or

Fi.Comm See comms. , Ltd.

Heidi A. Flannery, 503/844-8888
COPYRIGHT 1998 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1998, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Feb 9, 1998
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