NEW ALBANY, Ohio — The board of directors for Commercial Vehicle Group Inc. (CVG) has adopted a Stockholder Rights Plan. The Rights Plan is designed to provide Commercial Vehicle Group’s stockholders a fair and equal treatment in the event that an unsolicited or hostile takeover attempt is made to acquire the company or a substantial portion of the company.
Commercial Vehicle Group’s board believes that the future earning potential and full value of CVG’s assets are not reflected in the current market price of the company’s stock. This may leave the company vulnerable to coercive or abusive takeover tactics. The company believes that the adoption of the Rights Plan will help protect stockholders against takeover tactics that may be used to gain control of the company without paying a full and fair price that is in the best interest of Commercial Vehicle Group’s stockholders.
Scott Rued, chairman of the Board of Directors, stated, "Commercial Vehicle Group’s Board of Directors adopted this Rights Plan with the single intention to help protect the long-term interests of our stockholders. This Rights Plan will not prohibit the acquisition of the company. It does, however, establish certain mechanisms and rights that will help ensure that CVG will be in a better position to maximize value and obtain terms that are equitable to all CVG stockholders in the event of an unsolicited or hostile acquisition offer."
"This plan is not related to, nor is it in response to, any particular proposal, however current market conditions can lead to short-term opportunists making an offer that is not in the best interests of our stockholders," added Rued.
Under the Rights Plan, with certain exceptions, the Rights will become exercisable only if a person or group acquires 20 percent or more of the outstanding common stock of the company or commences a tender or exchange offer that could result in ownership of 20 percent or more of the company’s common stock. The Rights Plan has a term of 10 years and will expire on May 20, 2019, unless the Rights are earlier redeemed or terminated by the Board of Directors of CVG.
