The Manitowoc Company announced that its Board of Directors has adopted a new Rights Agreement. In connection with its approval of the Rights Agreement, the Board of Directors declared, to shareholders of record as of March 30, 2007, a dividend distribution of one right for each outstanding share of Common Stock of the Company. The new rights replace similar rights that the Company issued under its Rights Agreement that expired on September 18, 2006.
Generally, the rights will be exercisable only if a person or group acquires 20% or more of the Company’s Common Stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 20% or more of the Common Stock. Each right, if it becomes exercisable, would entitle the holder to purchase from the Company one share of Common Stock at a purchase price of $220.00 per share, subject to adjustment as set forth in the Rights Agreement. A summary of the rights and a copy of the Rights Agreement are included in the Company’s Form 8-K filing with the SEC relating to the Rights Agreement.
Terry D. Growcock, Manitowoc’s chairman and chief executive officer stated: “The Board of Directors has considered this matter carefully, especially in view of the increased attention that rights agreements have received in the past few years in the institutional investment community. The Board believes that a Rights Agreement assists the Board in fulfilling its fiduciary duties to the Company and its shareholders. Manitowoc has had a Rights Agreement in place since 1986 and believes that it has been well-served by its agreement as evidenced by the value that the Company has delivered to its shareholders since that time. Since 1986, the stock price of the Company has increased by more than 2,000%.â€