Bettis Corporation adopts stockholder rights plan.
This plan is designed to assure that all Bettis Corporation stockholders receive fair and equal treatment in the event of a proposed takeover of Bettis Corporation. It includes safeguards against partial or two-tiered tender offers, squeeze-out mergers and other abusive takeover tactics.
The rights will be issued on Nov. 3, 1995, to stockholders of record on that date, and will expire on Nov. 3, 2005.
The plan provides for the issuance of one right for each outstanding share of Bettis Corporation's common stock. The rights will become exercisable only if a person or group acquires 20 percent or more of Bettis Corporation's outstanding voting stock or announces a tender or exchange offer that would result in ownership of 20 percent or more of Bettis Corporation's stock.
Each right will entitle the holder to buy one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $20 per right, subject to antidilution adjustments. Each one one- thousandth of a share of this new preferred stock has the dividend and voting rights of, and is designed to be substantially equivalent to, one share of common stock.
Bettis Corporation's Board of Directors may, at its option, redeem all rights for $.01 per right at any time prior to the acquisition of 20 percent or more of Bettis Corporation's stock by a person or group.
If a person or group acquires 20 percent or more of Bettis Corporation's outstanding voting stock, each right will entitle holders, other than the acquiring party, to purchase for $20 shares of Bettis Corporation common stock having a market value of twice that amount.
The plan also includes an exchange option. If a person or group acquires 20 percent or more, but less than 50 percent, of the outstanding voting stock, the Board of Directors may at its option exchange the rights in whole or in part for shares of Bettis Corporation stock.
Under this option, Bettis Corporation would issue one share of common stock, or on one-thousandth of a share of the new preferred stock, for each two shares of common stock for which a right is then exercisable. This exchange would not apply to shares held by the person or group holding 20 percent or more of Bettis Corporation's voting stock.
If, after the rights have become exercisable, Bettis Corporation merges or otherwise combines with another entity, or sells 50 percent or more of its assets or earning power, each right then outstanding will entitle its holder to purchase for $20, subject to antidilution adjustments, a number of the acquiring party's common shares having a market value of twice that amount.
The stockholder rights plan is not being adopted at this time in response to any pending takeover threat to Bettis Corporation. Bettis Corporation's stockholder rights plan will not prevent, nor is it intended to prevent, a takeover of Bettis Corporation.
Since the rights may be redeemed by the Board under certain circumstances, they should not interfere with any merger or other business combination approved by the Board. The issuance of the rights does not in any way diminish the financial strength of Bettis Corporation or interfere with its business plans.
The issuance of the rights has no dilutive effect, will not affect reported earnings per share, and will not change the way Bettis Corporation common stock is currently traded.
Bettis Corporation manufactures valve actuators and control systems used worldwide for the automation of valves in numerous energy and industrial markets. The company's headquarters are in Waller, Texas, and it operates manufacturing facilities in Cincinnati, Ohio; Fareham, England; Edmonton, Canada and Villemomble, France.
CONTACT: Bettis Corporation, Waller
Wilfred M. Krenek, 713/463-5100, (fax) 713/463-5103
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|Date:||Oct 19, 1995|
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