Clarent Corporation Board Adopts Shareholders' Rights Plan.Business Editors REDWOOD CITY Redwood City, city (1990 pop. 66,072), seat of San Mateo co., W Calif., on San Francisco Bay; inc. 1868. Manufactures include commmunications, electrical, electronic, and medical equipment. , Calif.--(BUSINESS WIRE)--Feb. 8, 2001 Clarent(R) Corporation (Nasdaq:CLRN CLRN California Learning Resource Network CLRN Community Legal Resources Network CLRN Chemical Laboratory Response Network ), a leading provider of Internet protocol See Internet and TCP/IP. (networking) Internet Protocol - (IP) The network layer for the TCP/IP protocol suite widely used on Ethernet networks, defined in STD 5, RFC 791. IP is a connectionless, best-effort packet switching protocol. (IP) communications solutions, today announced that its Board of Directors has authorized the adoption of a shareholder rights plan. The rights plan is designed to guard against partial tender offers and other abusive takeover tactics that might be used in an attempt to gain control of the Company and to ensure that all shareholders receive fair and equal treatment in the event of an unsolicited attempt to acquire Clarent. The rights plan will not prevent takeovers, but is designed to deter coercive or 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. tactics and to encourage anyone attempting to acquire the Company to first negotiate with the board. The rights plan was not adopted in response to any known effort to acquire Clarent. Under the rights plan, all stockholders of record as of February 20, 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 will be distributed as a non-taxable dividend and will expire on February 7, 2011. The rights will be exercisable only if a person or group acquires or announces a tender offer for 15% or more of Clarent's outstanding common stock. If a person or institution acquires 15% or more of Clarent's common stock, all rightsholders except the buyer will be entitled to acquire common stock at a discount. The effect will be to discourage acquisitions of more than 15% of Clarent's common stock without negotiations with the board of directors. The rights will attach to the ownership of and trade with Clarent's common stock, unless and until they are separated upon the occurrence of certain future events. Clarent's Board of Directors may terminate the rights plan at any time or redeem the rights prior to the time an entity acquires more than 15% of the common stock. Additional details regarding the rights plan will be outlined in a summary to be mailed to all stockholders following the record date. About Clarent Clarent Corporation (Nasdaq:CLRN) is the world leader in providing intelligent, software-driven products for new generation, IP-based communications networks. Clarent solutions enable interconnection among communications service providers' disparate networks and foster the creation of global footprints for more than 300 telecom service providers worldwide, including AT&T, NTT NTT Nippon Telegraph and Telephone Corporation NTT New Technology Telescope NTT National Technology Transfer, Inc NTT Name That Tune (TV game show) NTT National Tree Trust NTT Number Theoretic Transform and China Telecom. Clarent's software platform encourages innovation by allowing carriers to develop multiple new features for consumers and enterprises. Founded in 1996, Clarent is headquartered in Redwood City, Calif. and has offices in Asia, Europe, Latin America Latin America, the Spanish-speaking, Portuguese-speaking, and French-speaking countries (except Canada) of North America, South America, Central America, and the West Indies. and North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. . To learn more about Clarent, visit its Web site at www.clarent.com. Forward Looking Statements This release may contain forward-looking statements that involve risks and uncertainties, including potential issues relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc interoperability, inability to introduce new products, ability to retain customers, changes in market conditions, government regulations, the international communications industry communications industry, broadly defined, the business of conveying information. Although communication by means of symbols and gestures dates to the beginning of human history, the term generally refers to mass communications. , technological changes and other factors, which could cause actual results to vary materially from those expressed in or indicated by the forward-looking statements. These risks and uncertainties are described further in the risk factors discussed in Clarent's periodic filings with the SEC. Note to Editors: Clarent, the Clarent logo, NetPerformer, DynaStar, Clarent Command Center, Clarent ThroughPacket, PowerCell, SkyPerformer, ACTview and ServiceXchange are trademarks or registered trademarks, and "The Clearer. The Better" is a service mark of Clarent Corporation in the United States and other jurisdictions. All other trademarks, registered trademarks and service marks are the property of their respective owners. |
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