owned by such person or group, which would have become void). Under the rights plan, the definition of “beneficial ownership” includes derivative securities. The acquiring persons will not be entitled to exercise the rights.
Prior to the acquisition by a person or group of beneficial ownership of 15% or more of the Company’s common stock (subject to the grandfathering provision described above), the rights are redeemable for $0.01 per right at the option of the Board of Directors.
The dividend distribution will be made on March 25, 2019, payable to stockholders of record on that date, and is not taxable to stockholders for U.S. federal income tax purposes.
The rights plan is effective immediately and will expire on March 14, 2020.
The rights plan and a summary of its terms will be filed with the Securities and Exchange Commission.
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Advisors
Evercore is serving as GCP’s financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal advisor.
About GCP Applied Technologies
GCP is a leading global provider of construction products technologies that include additives for cement and concrete, the VERIFI®in-transit concrete management system, high-performance waterproofing products, and specialty systems. GCP products have been used to build some of the world’s most renowned structures. More information is available at www.gcpat.com.
Cautionary Statements Regarding Forward-Looking Information
This release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations or beliefs of management of GCP, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements herein due to changes in economic, business, competitive, technological and/or regulatory factors, and other factors affecting the operation of the businesses of GCP. More detailed information about these factors may be found in filings made by GCP with the Securities and Exchange Commission, including Annual Reports on For10-K and Quarterly Reports on Form10-Q. GCP is under no obligation to, and expressly disclaims any such obligation to, update or alter forward-looking statements, whether as a result of new information, future events, or otherwise.
Contacts
Joseph DeCristofaro
T +1 617.498.2616
investors@gcpat.com
or
Matthew Sherman / Andrew Squire
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
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