Pennsauken, NJ - January 31, 2013 -- RCM Technologies, Inc. (NasdaqGM: RCMT) today announced that its Board of Directors has approved the adoption of a stockholder rights plan (the "Rights Plan") and declared a dividend distribution of one right ("Right") for each outstanding share of common stock.
The Rights Plan is intended to protect RCM and its stockholders from efforts to obtain control of RCM that the Board of Directors determines are not in the best interests of RCM and its stockholders, and to enable all stockholders to realize the long-term value of their investment in RCM. The Rights Plan is not intended to interfere with any merger, tender or exchange offer or other business combination approved by the Board of Directors. Nor does the Rights Plan prevent the RCM Board from considering any offer that it considers to be in the best interest of its stockholders. The Rights Plan adopted by RCM is similar to rights plans adopted by many other publicly-traded companies.
Pursuant to the Rights Plan, RCM is issuing one Right for each current share of common stock outstanding at the close of business on February 10, 2013. Initially, the Rights will not be exercisable, will be represented by RCM common stock certificates or book entry notations, and will trade with the shares of RCM's common stock. If the Rights become exercisable, each Right will entitle stockholders to buy one one-hundredth of a share of a new series of participating preferred stock at an exercise price of $15.00 per Right. The distribution of the Rights will not be taxable to shareholders.
The Rights will be exercisable if a person or group acquires 15% or more of RCM's common stock in a transaction, including the open market purchase of shares, not approved by RCM's Board of Directors. If a person or group acquires 15%, each Right will entitle its holder (other than such person or members of such group) to purchase, at the Right's exercise price (subject to adjustment as provided in the Rights Plan), a number of shares of RCM's common stock having a then-current market value of twice the exercise price.
RCM's Board of Directors may redeem the Rights for $0.001 per Right at any time before an event that causes the Rights to become exercisable. The Rights will expire on January 30, 2014, unless the Rights have previously been redeemed by the Board of Directors.
Further details of the Rights Plan will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that the Company will be filing with the Securities and Exchange Commission (SEC). These filings will be available on the SEC's web site at www.sec.gov.
Robert W. Baird & Co. Incorporated acted as financial advisor to the Company in connection with the adoption of the Rights Plan.
RCM Technologies, Inc. is a premier provider of business and technology solutions designed to enhance and maximize the operational performance of its customers through the adaptation and deployment of advanced information technology and engineering services. RCM is an innovative leader in the design, development and delivery of these solutions to commercial and government sectors for more than 35 years. RCM's offices are located in major metropolitan centers throughout North America. Additional information can be found at www.rcmt.com.
Any statements contained in this release that are not purely historical are forward-looking statements within the Private Securities Litigation Reform Act of 1995 and are subject to various risks, uncertainties and other factors that could cause RCM's actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. Forward looking statements include, but are not limited to, those relating to demand for RCM's services, expected demand for our services and expectations regarding our revenues, RCM's ability to continue to utilize goodwill, to continue to increase gross margins, to achieve and manage growth, to develop and market new applications and services, risks relating to the acquisition and integration of acquired businesses, the ability of RCM to consummate acquisitions as to which it executes non-binding letters of intent, demand for new services and applications, timing of demand for services, industry strength and competition and general economic factors. Investors are directed to consider such risks, uncertainties and other factors described in documents filed by RCM with the Securities and Exchange Commission.