Waters Corp.'s Board of Directors approved the adoption of a stock purchase rights plan. The rights plan is designed to assure that Waters stockholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against abusive tactics to gain control of the company without paying all stockholders the fair value of their shares. The plan was not adopted in response to any specific attempt to acquire Waters.
Waters will issue a special dividend of one preferred share purchase right for each outstanding share of common stock of Waters. This dividend will be distributed on or promptly after August 27, 2002 to stockholders of record as of the close of business on that date.
If a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of, 15% or more of Waters common stock while the rights plan remains in place, then, unless the rights are redeemed by Waters for $0.001 per right, the rights will become exercisable by the rights holders, except the acquiring person or group, for shares of Waters, or the third party acquiring person, having a value of twice the right's then-current exercise price. The exercise price as of the record date will be $120.00 per right, subject to adjustment in certain circumstances. The rights will expire on August 27, 2012, unless redeemed prior to that date. Distribution of the rights is not taxable to stockholders. A detailed description of the rights plan will be mailed to Waters stockholders at the time of distribution.
Source: Waters Corp.
