January 7, 2000
Immediate
William L. Kacin, Chairman/CEO/President
Met-Pro Corporation Announces
Adoption of Shareholder Rights Plan
Harleysville, PA, January 7, 2000 - William L. Kacin, Chairman and Chief
Executive Officer of Met-Pro Corporation, announced today that at its meeting on
January 6, 2000, its Board of Directors adopted a Shareholder Rights Plan. To
effect the Plan, the Board declared a dividend of one Common Stock purchase
right on each outstanding share of the Company's Common Stock. The Plan was
adopted to ensure that the Company's stockholders receive fair and equal
treatment in the event of any proposed takeover of the Company, and to guard
against partial tender offers, squeeze-outs, open market accumulation and other
tactics intended to gain control of the Company without paying all stockholders
a fair price.
"This action was taken after careful study," said William L. Kacin. "The
inclusion of a share purchase rights plan has become common practice in major
American companies and a well-accepted approach to ensure that all stockholders
receive a fair price and are treated equally in the event of a takeover." Kacin
further stated, "The adoption of a new rights plan is not in response to any
pending takeover or proposed change in control of the Company."
Mr. Kacin added, "The rights are intended to enable all stockholders to realize
the long-term value of their investment in the Company. They will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover."
The rights will trade together with the common stock and will not be
exercisable, initially. The rights generally will become exercisable if a person
or group acquires 15 percent or more of the outstanding shares of Met-Pro's
Common Stock. Once the rights are exercisable, the stockholders, other than the
acquiring person or group, may purchase Common Stock at a discount. Under
certain circumstances, the rights will entitle the stockholders to buy shares in
an acquiring entity at a discount.
The Plan also includes an exchange option. After the rights become exercisable,
the Board of Directors has an option to exchange part or all of the rights for
shares of Met-Pro Common Stock. Under this option, Met-Pro would issue one share
of Common Stock for each right, subject to adjustment in certain circumstances.
This exchange would not apply to shares held by the person or group whose action
triggers the exercisability.
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Met-Pro Corporation Page 2
The record date for the rights dividend is January 14, 2000. The rights will
expire January 14, 2010 unless earlier redeemed, exchanged or amended by
Met-Pro's Board of Directors. Met-Pro's Board of Directors may redeem all rights
for $0.0001 per right, generally at any time before the rights become
exercisable.
Issuance of the Rights does not in any way weaken the financial strength of the
Company or interfere with its business plans. The issuance of the Rights has no
dilutive effect, will not affect reported earnings per share, is not taxable to
the Company or to stockholders under current federal income tax law, and will
not change the way in which the Company's shares of Common Stock may be traded.
If the Rights should become exercisable, stockholders, depending on then
existing circumstances, may recognize taxable income.
Met-Pro Corporation, with headquarters at 160 Cassell Road, Harleysville,
Pennsylvania, is a manufacturer of air and water pollution control systems; fume
scrubbers and odor control equipment; fluid handling equipment for corrosive,
abrasive and high temperature liquids; filter products for drinking water,
industrial and custom applications; wet and dry particulate dust collectors;
specialty chemicals for controlling corrosion and reducing lead/copper in public
drinking water; and state-of-the-art fans for laboratory and clean room
applications.
Met-Pro stock is traded on the New York Stock Exchange, Symbol MPR.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release and other materials filed or to be filed with the Securities and
Exchange Commission (as well as information included in oral or other written
statements made or to be made by the Company) contains statements that are
forward-looking. Such statements may relate to plans for future expansion,
business development activities, capital spending, financing, the effects of
regulation and competition, or anticipated sales or earnings results. Such
information involves risks and uncertainties that could significantly affect
results in the future and, accordingly, such results may differ from those
expressed in any forward-looking statements made by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, those relating to
product development activities, computer systems implementation, dependence on
existing management, global economic and market conditions, and changes in
federal or state laws.
To obtain an Annual Report or additional information on the Company, please call
215-723-6751 and ask for our Investor Relations Department, or visit our Web
site at www.met-pro.com.
Contact: William L. Kacin, Chairman/CEO/President
215-723-6751
Fax: 215-723-6758