Commodore Holdings Limited Adopts Rights Plan.HOLLYWOOD, Fla.--(BUSINESS WIRE)--Oct. 5, 1998--The board of directors of Commodore One of the first personal computer companies. In 1977, Commodore Business Machines, West Chester, PA, introduced the PET computer and launched the personal computer industry along with Apple and Radio Shack. In 1982, it introduced the Commodore 64 (64K RAM) and later the Commodore 128. Holdings Limited (Nasdaq:CCLNF) has adopted a Rights Plan designed to protect stockholders in the event of takeover action. The Rights Plan is designed to prevent an acquirer from gaining control of the company without offering a fair price to all stockholders. "The board of directors believes the common stock is undervalued Undervalued A stock or other security that is trading below its true value. Notes: The difficulty is knowing what the "true" value actually is. Analysts will usually recommend an undervalued stock with a strong buy rating. in terms of the company's true worth. As a result, we retained Josephthal & Co. Inc., an investment banker Investment Banker A person representing a financial institution that is in the business of raising capital for corporations and municipalities. Notes: An investment banker may not accept deposits or make commercial loans. and a New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. member to advise us. The board of directors, with the advice and assistance of Josephthal, determined the exercise price of the Rights. The Rights Plan represents a sound and reasonable means of safeguarding the stockholders' value of their investment in the company," said Jeffrey I. Binder binder: see combine. An earlier Microsoft Office workbook file that let users combine related documents from different Office applications. The documents could be viewed, saved, opened, e-mailed and printed as a group. , chairman of the board of Commodore Holdings Ltd. The terms of the Rights Plan call for a dividend distribution of one Right for each share of common stock, to be issued to all holders of record at the close of business on Nov. 2, 1998. All shares of common stock issued thereafter during the terms of the Rights Plan, which begins Nov. 2, 1998 and ends Nov. 2, 2008, will also be accompanied by a Right. Each Right will entitle the holder to purchase one share of common stock at a price of $28.34. These Rights will become exercisable only in the event, with certain exceptions, that an acquiring party accumulates 15% or more of the voting stock Voting stock The shares in a corporation that entitle the shareholder to vote. voting stock Stock for which the holder has the right to vote in the election of directors, in the appointment of auditors, or in other matters brought up at the , or if a party announces an offer to acquire 30% or more of the company's stock. Holders of 15% or more of the company's voting stock as of the date the board of directors approved the Rights Plan in principle, Nov. 1, 1997, will not trigger the Rights unless and until they acquire an additional 5% of the voting stock. In addition, holders of the Rights will be entitled to purchase a number of additional shares of common stock in an "acquiring entity" having a market value of twice the exercise price of each Right. The company will generally have the ability to redeem the Rights at $.01 per Right at any time until the tenth day following the acquisition of a 15% position in its voting stock. The Rights expire Nov. 2, 2008. Commodore's current fleet of three vessels is experiencing record passenger bookings which continue through 1998 and beyond. Recently the company announced an exclusive docking agreement with the owners of a soon-to-be completed pier in Rosarito, Mexico and Commodore's intention to bring in another vessel to operate between San Diego San Diego (săn dēā`gō), city (1990 pop. 1,110,549), seat of San Diego co., S Calif., on San Diego Bay; inc. 1850. San Diego includes the unincorporated communities of La Jolla and Spring Valley. Coronado is across the bay. and Rosarito, Mexico. A veteran of the cruise business, Commodore began operations in 1966 and is known for pioneering new routes and innovative cruise packages. South Florida based Commodore Holdings Limited, with over $60 million in assets, operates Commodore Cruise Line A cruise line is a company that operates cruise ships. Cruise lines have a dual character; they are partly in the transportation business, and partly in the leisure entertainment business, a duality that carries down into the ships themselves, which have both a crew headed by the which was selected by Travel Holiday magazine as "the best cruise for the money." This press release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. which are subject to change. These forward-looking statements may be significantly impacted, either positively or negatively by various factors, including without limitation, competing in a saturated industry against modern and larger fleets, the ability of the company to obtain financing for the acquisition of additional vessels, the potential for additional government regulations, the need for expensive upgrades and/or maintenance to aging vessels and general economic conditions in the cruise and gaming industries and the markets in which the company operates. Additional information concerning potential factors that could affect the company's financial results is included in, but not limited to, its form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other filings with the Securities and Exchange Commission. |
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