CLARENCE, N.Y., April 18, 2002 (PRIMEZONE) -- Wilson Greatbatch Technologies, Inc. (NYSE:GB) today announced that its Board of Directors approved the adoption of a Stockholder Rights Plan. Under the plan, stockholders of record as of April 30, 2002, will receive a dividend of one right for each outstanding share of common stock. In addition, the Board of Directors approved amendments to the company's by-laws providing that only the directors may call a special meeting of stockholders or fix the size of the board and adopting certain procedures for stockholders taking action by written consent and without a meeting.
"The rights plan and the by-law amendments are designed to assure that our stockholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers, open market accumulations and other abusive tactics to gain control of the company without paying all stockholders the fair value of their shares," said Edward F. Voboril, Chairman, President and CEO. "These measures were not adopted in response to any attempt to acquire the company."
Each right will entitle the holder to purchase a fractional share of a newly created class of the company's preferred stock at an exercise price of $160. However, the rights are not immediately exercisable and become exercisable only if a person or group acquires, or announces a tender or exchange offer that would result in the acquisition of, 15% or more of the company's common stock while the rights plan remains in place. In that event, unless the rights are redeemed by the company for $.001 per right, the rights will become exercisable, except for the rights held by the acquiring person or group, for shares of common stock of the company or the third party acquirer having a value of twice the rights' exercise price of $160.
"The effect of the rights plan will be to discourage acquisitions of more than 15% of our common stock without prior negotiations with the board," said Mr. Voboril.
The issuance of the rights is non-taxable, has no dilutive effect, will not affect reported earnings per share and will not change the way stockholders presently trade the company's common stock. Further details of the plan will be outlined in a letter that will be mailed to stockholders after the record date.
Wilson Greatbatch Technologies, with operations in New York, Maryland, Massachusetts and Nevada, is a leading developer and manufacturer of power sources and components used in pacemakers and other implantable medical devices and specialty batteries for non-medical applications. Additional information about Wilson Greatbatch Technologies is available at www.greatbatch.com.