Printcafe Implements Poison Pill, Adoption of Shareholder Rights Plan
Friday, February 14, 2003
WTT NOTE: See complete analysis of this agreement at www.whattheythink.com PITTSBURGH, Feb. 13 -- Printcafe Software, Inc. announced that a Special Committee of its Board of Directors approved the declaration of a dividend distribution of one Right on each outstanding share of its Common Stock. The Rights become exercisable if a Person or group of affiliated or associated Persons hereafter acquires beneficial ownership of 15 percent or more of the outstanding shares of Common Stock and other voting securities (the "Voting Securities") of Printcafe or announces a tender offer or exchange offer for 15 percent or more of the outstanding Voting Securities. The Board of Directors will be entitled to redeem the Rights at $.001 per Right at any time before any such Person or group hereafter acquires beneficial ownership of 15 percent or more of the outstanding Voting Securities. The Rights are designed to assure that all stockholders of Printcafe receive fair and equal treatment in the event of any sale or proposed takeover of Printcafe and to guard against partial tender offers, open market accumulations and other tactics designed to gain control of Printcafe without paying all stockholders a fair price or through other means that otherwise treat stockholders unfairly. If a person hereafter acquires beneficial ownership of 15 percent or more of the outstanding Voting Securities of Printcafe (the "Acquiring Person"), each Right will entitle its holder, except any such Acquiring Person whose Rights shall become null and void, to purchase, at an exercise price of $6.80, a number of shares of Common Stock having a market value at that time of twice the Right's exercise price. Subject to certain exceptions, existing stockholders that would otherwise become Acquiring Persons upon adoption of the Rights Agreement are considered Grandfathered Stockholders and are not Acquiring Persons, unless after such date they acquire beneficial ownership of additional Voting Securities or exercise a contractual right to acquire Voting Securities or enter into a new agreement to acquire or vote Voting Securities beneficially owned by them. Before any such Acquiring Person shall become the beneficial owner of 75% or more of the total voting power of the aggregate of all shares of Voting Securities then outstanding, the Board of Directors may exchange each Right (other than Rights that previously have become void as described above) in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment in certain events). If Printcafe is acquired in a merger or other business combination transaction after a Person or group of affiliated or associated Persons acquires beneficial ownership of 15 percent or more of Printcafe's outstanding Voting Securities, each Right (except Rights that previously have been voided as described above) will entitle its holder to purchase, at the Right's then- current exercise price, a number of shares of the common stock or other equity interest of the ultimate parent of such acquiring entity having a market value at that time of twice the Right's exercise price. The dividend distribution is payable to stockholders of record on February 14, 2003. The Rights will expire in ten years. The adoption of the Rights Agreement is not taxable to stockholders or the Company.