InfuSystem Holdings, Inc. (the "Company") (OTCBB: INHI) (OTCBB: INHIW) (OTCBB: INHIU), the leading provider of infusion pumps and associated clinical services, today announced that it has adopted a Rights Agreement (the "Rights Agreement") with Mellon Investor Services, LLC, as Rights Agent, in connection with the declaration of a dividend of preferred share purchase rights to stockholders of record on November 12, 2010 (the "Record Date").
The Company's Board of Directors (the "Board") has adopted the Rights Agreement to protect stockholders from potentially coercive takeover tactics, and to provide fair and equal treatment for all of the Company's stockholders. Pursuant to the Rights Agreement, the Board of Directors declared a dividend of one preferred share purchase right, (a "Right") for each outstanding share of common stock, par value $0.0001 per share (the "Common Shares") of the Company to stockholders of record at the close of business on the Record Date. Each Right entitles the registered holder to purchase from the Company a unit consisting of one one-thousandth of a share (a "Unit") of Series A Junior Participating Preferred Shares, par value $0.0001 per share, of the Company (the "Preferred Shares"), or a combination of securities and assets of equivalent value, at a purchase price of $15.00 per Unit, subject to adjustment. The preferred share purchase rights are not intended to prevent or discourage a takeover and the Board would carefully consider a fully financed offer for all of the Company's shares.
The Rights will be exercisable only if a person or group acquires 15% or more of the Company's outstanding Common Shares or commences a tender offer, the consummation of which would result in ownership by a person or group of 15% or more of the Common Shares. The Rights will expire upon the earlier to occur of the close of business on November 12, 2020 (unless that date is advanced or extended by the Board) and the time at which these Rights are redeemed or exchanged under the Rights Agreement (the "Final Expiration Date").
If a person or group acquires 15% or more of the Company's outstanding Common Shares (other than certain acquisitions by existing stockholders of the Company), each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right's then-current exercise price, a number of the Common Shares having a market value of twice the exercise price. In addition, if the Company is acquired in a merger or other business combination transaction after a person has acquired 15% or more of the Company's outstanding Common Shares, each Right will entitle its holder to purchase, at the Right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice the exercise price. The acquiring person will not be entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of 15% or more of the outstanding Common Shares, the Rights are redeemable for one-tenth of a cent per Right at the option of the Board.
Additional information regarding the Rights Agreement will be contained in a Current Report of the Company on Form 8-K and in a Registration Statement on Form 8-A that the Company is filing with the Securities and Exchange Commission.
About InfuSystem Holdings, Inc.
InfuSystem is the leading provider of infusion pumps and related services. InfuSystem services hospitals, oncology practices and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada.
Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These risks and uncertainties include general economic conditions, as well as other risks detailed from time to time in InfuSystem's publicly filed documents.
Sean Whelan CFO InfuSystem (248) 291-1210 Investor Contacts: Asher Dewhurst Bob East Westwicke Partners Email Contact Tel: (443) 213-0500