Compellent Adopts Stockholder Rights Plan
16 Décembre 2010 - 2:05PM
Marketwired
Compellent Technologies, Inc. (NYSE: CML) today announced that its
Board of Directors has adopted a Stockholder Rights Plan ("Rights
Plan") under which all stockholders of record as of Dec. 27, 2010
will receive rights to purchase shares of a new series of preferred
stock.
The Rights Plan is designed to ensure that all Compellent
stockholders receive fair and equal treatment in the event that an
unsolicited attempt is made to acquire Compellent. The Rights Plan
was adopted pursuant to the Merger Agreement with a wholly-owned
subsidiary of Dell Inc. It is intended to provide the Board of
Directors with sufficient time to evaluate alternatives and to
maximize value to stockholders.
Under the Rights Plan, the Board of Directors declared a
non-taxable dividend of one right for each outstanding share of
Compellent common stock to stockholders of record as of the close
of business on Dec. 27, 2010. Initially, these Rights will not be
exercisable and will trade with the shares of Compellent common
stock. The Rights will be exercisable only if a person or group
acquires 15 percent or more of Compellent's common stock or
announces a tender offer for 15 percent or more of Compellent's
common stock other than Dell Inc. or one of its affiliates. Once
exercisable, each Right will entitle the holder to purchase from
Compellent one one-hundredth of a share of preferred stock.
The Rights Plan permits the acquisition of control of Compellent
by Dell Inc. or one of its affiliates pursuant to the terms and
conditions of the Merger Agreement. If a person or group, other
than Dell Inc. or one of its affiliates (an "Acquiring Person"),
acquires 15 percent or more of Compellent's common stock, then each
holder of a Right (other than the Acquiring Person) would be
entitled to purchase, at the exercise price of the Right, such
number of shares of Compellent common stock having a current value
of twice the exercise price of the Right. In addition, if a person
or group becomes an Acquiring Person, then until such Acquiring
Person acquires 50 percent or more of Compellent's common stock,
the Board of Directors can exchange the Rights, in part or in
whole, for Compellent common stock. If Compellent is acquired in a
merger or other business combination transaction, other than by
Dell Inc. or one of its affiliates, each holder of a Right (other
than the Acquiring Person) would then be entitled to purchase, at
the exercise price of the Right, such number of shares of the
acquiring company's common stock having a current value of twice
the exercise price of the Right. The Board of Directors may redeem
the Rights or terminate the Rights Plan at any time before a person
or group becomes an Acquiring Person. The Rights will expire on
Dec. 27, 2011, one year from the record date.
About Compellent Compellent Technologies
(NYSE: CML) provides Fluid Data storage solutions that automate the
movement and management of data at a granular level, enabling
organizations to constantly adapt to change, reduce costs and
secure information against downtime and disaster. This patented,
built-in storage intelligence delivers significant efficiency,
scalability and flexibility. With an all-channel sales network in
35 countries, Compellent is one of the fastest growing enterprise
storage companies in the world. For more information and news,
visit www.compellent.com and www.compellent.com/news.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this press release that relate to future results
and events are forward-looking statements made within the meaning
of Section 21E of the Securities Exchange Act of 1934 based on the
expected benefits of the Rights Plan and the ability of the Rights
Plan to maximize stockholder value in the event of a takeover of
Compellent. Actual results and events in future periods may differ
materially from those expressed or implied by these forward-looking
statements because of a number of risks, uncertainties and other
factors. Such forward-looking statements are not guarantees of
future events. Actual results may differ materially from those
contemplated by the forward-looking statements due to, among
others, the following factors: the stockholders of Compellent may
not adopt the Merger Agreement with a wholly-owned subsidiary of
Dell Inc.; the parties may be unable to obtain governmental and
regulatory approvals required for the merger (the "Merger"), or
required governmental and regulatory approvals may delay the Merger
or result in the imposition of conditions that could cause the
parties to abandon the Merger; the parties may be unable to
complete the Merger because, among other reasons, conditions to the
closing of the Merger may not be satisfied or waived; the
possibility that the expected synergies from the proposed Merger
will not be realized, or will not be realized within the
anticipated time period, or the risk that the businesses will not
be integrated successfully; the possibility of disruption from the
Merger making it more difficult to maintain business and
operational relationships; developments beyond the parties'
control, including but not limited to, changes in domestic or
global economic conditions, competitive conditions and consumer
preferences; and other risks that are described in Compellent's
Annual Report on Form 10-K for the year ended December 31, 2009 and
in its subsequently filed reports with the Securities and Exchange
Commission (the "SEC"). Compellent undertakes no obligation to
update these forward-looking statements except to the extent
otherwise required by law.
Important Additional Information
In connection with the proposed Merger with a wholly-owned
subsidiary of Dell Inc., Compellent intends to file a proxy
statement with the SEC. Additionally, Compellent and Dell will file
other relevant materials in connection with the proposed
acquisition of Compellent by Dell pursuant to the terms of the
Merger Agreement. INVESTORS AND STOCKHOLDERS OF COMPELLENT ARE
ADVISED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE
PARTIES THERETO.
Investors and stockholders may obtain free copies of the proxy
statement and other documents filed by the parties (when
available), at the SEC's Web site at www.sec.gov or at Compellent's
Web site at www.compellent.com/investors. The proxy statement and
such other documents may also be obtained, when available, for free
from Compellent by directing such request to Investor Relations,
7625 Smetana Lane, Eden Prairie, MN 55344-3712, telephone: (952)
294-3300.
Compellent, Dell and their respective directors, executive
officers and other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies from Compellent's stockholders in connection with the
proposed transaction. Further, such parties may have direct or
indirect interests in the Merger due to, among other things,
securities holdings, pre-existing or future indemnification
arrangements, vesting of equity awards, or rights to severance
payments in connection with the Merger. Information concerning the
interests of these persons will be set forth in the proxy statement
relating to the transaction when it becomes available.
Compellent Technologies (NYSE:CML)
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