RE: NN, Inc.
2000 Waters Edge Drive
Johnson City, TN 37604
FOR FURTHER INFORMATION:
AT THE COMPANY AT FINANCIAL RELATIONS BOARD
Will Kelly Marilynn Meek Susan Garland
Vice President and Chief Administrative Officer (General info) (Analyst info)
(423) 743-9151 212-827-3773 212-827-3775
FOR IMMEDIATE RELEASE
December 16, 2008
NN, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
Johnson City, Tenn., December 16, 2008 - NN, Inc. (Nasdaq: NNBR) (the "Company")
today announced its Board of Directors has adopted a shareholder rights plan
designed to enhance the ability of the Company's shareholders to realize the
long-term value of their investment in the Company. The rights plan provides
that one right will be distributed as a dividend for each outstanding share of
common stock of the Company held as of the close of business on December 15,
2008.
Mr. Roderick R. Baty, Chairman and Chief Executive Officer stated, "The rights
plan is intended to deter coercive or unfair takeover tactics and prevent an
acquirer from gaining control of the Company without offering fair and equal
treatment to all of the Company's shareholders. This measure is extremely
important because of the Board of Directors' strong belief that the current
market value of the Company's shares of common stock does not fully reflect the
Company's intrinsic value and its long-term potential."
Each right will entitle holders of Company common stock to purchase one
one-hundredth (0.01) of a share of Series A Junior Participating Preferred Stock
of the Company at an exercise price of $14.00. Each such fractional share of
preferred stock is equivalent in voting power to one share of Company common
stock and would be paid dividends equal to the dividend paid on each share of
Company common stock. However, following issuance and prior to the exercise
thereof, no dividends are payable with respect to the rights.
The rights are not exercisable unless an entity or person becomes, or launches a
tender offer to become, the beneficial owner of 15% or more of the Company's
outstanding common stock (including derivative positions), subject to certain
exceptions. If any person or group becomes the beneficial owner of 15% or more
of the Company's common stock at any time after the date of the rights plan
(with certain limited exceptions), then each right not owned by such person or
group will entitle its holder to purchase, at the right's then-current exercise
price, shares of common stock of the Company or, in certain circumstances, the
acquiring person, having a market value of twice the right's then-current
exercise price. The rights plan is similar to the
rights plans of many other public companies and will expire on December 16,
2011, unless the rights are earlier redeemed or the rights plan is terminated
earlier by the Company.
The Company generally will be entitled to redeem the rights at $.001 per right
at any time until the earlier of December 16, 2011, or the 10th business day
following the announcement that a 15% ownership position has been acquired.
NN, Inc. manufactures and supplies high precision metal bearing components,
industrial plastic and rubber products and precision metal components to a
variety of markets on a global basis. Headquartered in Johnson City, Tennessee,
NN, Inc. has 14 manufacturing plants in the United States, Western Europe,
Eastern Europe and China. NN, Inc. had sales of US $421 million in 2007.
This release may contain forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. All
forward-looking information is provided by the Company pursuant to the safe
harbor established under the Private Securities Litigation Reform Act of 1995
and should be evaluated in the context of these factors. Forward-looking
statements generally can be identified by the use of forwardlooking terminology
such as "assumptions", "target", "guidance", "outlook", "plans", "projection",
"may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe",
"potential" or "continue" (or the negative or other derivatives of each of these
terms) or similar terminology. The forward-looking information and statements
are or may be based on a series of projections and estimates and involve risks
and uncertainties. These risks and uncertainties include, but are not limited
to: whether a person or group acquires 15% or more of the Company's outstanding
common stock or commences a tender offer, whether the Company is acquired in a
merger or other business combination transaction after a person has acquired 15%
or more of the Company's outstanding common stock, whether the rights are
redeemed by the Company, general economic conditions and economic conditions in
the industrial sector, inventory levels, regulatory compliance costs and the
Company's ability to manage these costs, start-up costs for new operations, debt
reduction, competitive influences, risks that current customers will commence or
increase captive production, risks of capacity underutilization, quality issues,
availability and price of raw materials, currency and other risks associated
with international trade, the Company's dependence on certain major customers,
the successful implementation of the global growth plan including development of
new products and consummation of potential acquisitions and other risk factors
and cautionary statements listed from time to time in the Company's periodic
reports filed with the Securities and Exchange Commission, including, but not
limited to, the Company's Annual Report on 10-K for the fiscal year ended
December 31, 2007. The Company will not update any forward-looking statements in
this press release to reflect future events.
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