LOUISVILLE, Ky., Feb. 1 /PRNewswire/ -- Caretenders Health Corp.
(Nasdaq: CTND) today announced that it adopted a stockholder protection rights
agreement on February 1, 1999. The rights plan provides that one right will
be distributed as a dividend on each outstanding share of common stock of the
Company held of record as of the close of business on February 16, 1999.
William B. Yarmuth, President of the Company, stated, "The rights plan
does not prevent an acquisition of the Company, but it is designed to protect
stockholders' interests by encouraging anyone seeking control of the Company
to negotiate with the Board of Directors." Mr. Yarmuth added, "The rights plan
is intended to enable stockholders to realize the long-term value of their
investments in the Company." Mr. Yarmuth observed that such plans have been
adopted by a significant number of public corporations in recent years.
The rights will be exercisable only if a person or group acquires
beneficial ownership of 20% or more of the Company's common stock or announces
a tender or exchange offer upon consummation of which, such person or group
would beneficially own 20% or more of the common stock of the Company. The
rights are not triggered by present beneficial holders of 20% or more of the
common stock unless, in general, any such holder subsequently increases its
beneficial holdings.
If the rights are triggered, then each right not owned by the acquiring
person or group entitles its holder to purchase shares of Company common stock
at the right's current exercise price (or in certain circumstances as
determined by the Company, a combination of cash, property, common shares or
other securities), having a value of twice the right's exercise price. In
addition, if the Company is involved in a merger or business combination
transaction with another person in which the Company is not the surviving
corporation, each right that has not previously been exercised will entitle
its holder to purchase, at the right's current exercise price, common shares
of such other person having a value of twice the right's exercise price.
The Company may redeem the rights at any time until the close of business
on the tenth business day following an announcement by the Company that an
acquiring person or group has become the beneficial owner of 20% or more of
the Company's common stock.
Details of the rights agreement are outlined in a letter to be mailed to
all stockholders of record at the close of business on February 16, 1999.
Caretenders Health Corp. provides home and community based health care
services in Kentucky, Maryland, Alabama, Massachusetts, Connecticut, Indiana,
Ohio and Florida.
SOURCE Caretenders Health Corp
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Company News On-Call:
http://www.prnewswire.com/comp/784275.html or fax,
800-758-5804, ext. 784275
CONTACT:
William B. Yarmuth or Steve Guenthner,
Caretenders Health Corp. 502-899-5355
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