HF Foods Adopts Limited Duration Stockholder Rights Plan
12 Avril 2023 - 12:52AM
HF Foods Group Inc. (NASDAQ: HFFG), a leading food distributor to
Asian restaurants across the United States (“HF Foods” or the
“Company”), today announced that the Board of Directors (the
“Board”) has approved the adoption of a limited duration
stockholder rights plan (the “Rights Plan”) and declared a dividend
distribution of one right (“Right”) for each outstanding share of
the Company’s common stock to stockholders of record as of the
close of business on April 24, 2023.
The Board adopted the Rights Plan out of concern
that parties may be engaging in undisclosed stock accumulation and
group formation activities to gain control of HF Foods, depriving
stockholders of both the opportunity to realize the full value of
their investment in the Company and the opportunity to determine
the future course of the Company.
The Board has not initiated a process to sell
the Company. The Board believes that the Company has excellent
standalone prospects and that its current strategic plan is
creating and unlocking significant value for all stockholders.
The Rights Plan is intended to protect the
interests of the Company and all HF Foods stockholders by reducing
the likelihood that any entity, person or group gains control of HF
Foods through stock accumulation or group formation activities
without paying all stockholders an appropriate premium for control
of the Company and providing liquidity to all stockholders. The
Rights Plan also helps ensure that the Board has sufficient time to
make informed judgments and take actions that are in the best
interests of the Company and its stockholders. The Rights Plan does
not prevent the Board from engaging with parties or accepting an
acquisition proposal if the Board believes that it is in the best
interests of the Company and its stockholders.
The Rights Plan is similar to other plans
adopted by publicly held companies in comparable circumstances.
While the Rights Plan is effective immediately, the Rights will
generally become exercisable if an entity, person or group acquires
beneficial ownership of 15% or more of the Company’s outstanding
common stock in a transaction not approved by the Board. In the
event that the Rights become exercisable due to the triggering
ownership threshold being crossed, each Right will entitle its
holder (other than the person, entity or group triggering the
Rights Plan, whose Rights will become void and will not be
exercisable) to purchase, at the then-current exercise price,
additional shares of common stock having a then-current market
value of twice the exercise price of the Right.
The Rights Plan has a 365-day term, expiring on
April 11, 2024.
Additional information regarding the Rights Plan
will be contained in a Current Report on Form 8-K to be filed by
the Company with the U.S. Securities and Exchange Commission.
Advisors
The Company has retained JP Morgan as its
financial advisor, Arnold & Porter Kaye Scholer LLP as its
legal advisor, MacKenzie Partners, Inc. as its stockholder advisor,
and Gagnier Communications LLC as its strategic communications
advisor.
About HF Foods Group Inc.
HF Foods Group Inc., headquartered in Las Vegas,
Nevada, is a leading marketer and distributor of fresh produce,
frozen and dry food, and non-food products to primarily
Asian/Chinese restaurants and other foodservice customers
throughout the United States. With 18 distribution centers
strategically located throughout the nation, HF Foods aims to
supply the increasing demand for Asian American restaurant cuisine.
With more than 15,000 established customers in 46 states, and
strong relations with growers and suppliers of food products in the
US, South America and China, HF Foods Group is able to offer fresh,
high-quality specialty restaurant foods and supplies at economical
prices to its large and growing base of customers. For more
information, please visit www.hffoodsgroup.com.
Forward-Looking Statements
All statements in this press release other than
statements of historical facts are forward-looking statements which
contain our current expectations about our future results. We have
attempted to identify any forward-looking statements by using words
such as “believes,” “intends,” and other similar expressions.
Although we believe that the expectations reflected in all of our
forward-looking statements are reasonable, we can give no assurance
that such expectations will prove to be correct. Such statements
are not guarantees of future performance or events and are subject
to known and unknown risks and uncertainties that could cause the
Company’s actual results, events or financial positions to differ
materially from those included within or implied by such
forward-looking statements. Such factors include, but are not
limited to, risks that the Company may not regain compliance with
Nasdaq continued listing requirements relating to the Company’s
annual meeting of stockholders within any applicable grace period,
statements of assumption underlying any of the foregoing, and other
factors disclosed under the caption “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2022 and other
filings with the SEC. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date made. Except as required by law, we undertake no
obligation to disclose any revision to these forward-looking
statements.
Inquiries:
Investor Relations:Phone: (404) 836 -
0852Email: investors@hffoodsgroup.com
Media:Dan Gagnier & Riyaz Lalani Gagnier
Communications (646) 342-8087 hffg@gagnierfc.com
HF Foods (NASDAQ:HFFG)
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