VALMONT NEWS RELEASE
FOR IMMEDIATE RELEASE: December 19, 1995
CONTACT: Brian Stanley - 402-359-6073 FAX: 402-359-2848
VALMONT ADOPTS STOCKHOLDER RIGHTS PLAN
Valley, NE - Valmont Industries, Inc. (NASDAQ/NM - VALM)
announced today that its Board of Directors adopted a Stockholder
Rights Plan designed to protect stockholders from abusive
takeover tactics and to preserve for stockholders the long-term
value of Valmont. The Rights Plan has not been adopted in
response to any effort to acquire control of Valmont and the
Board of Directors is not aware of any such effort.
Under the Stockholder Rights Plan, Valmont's Board today
declared a dividend distribution of one right for each
outstanding share of Valmont common stock. Upon becoming
exercisable, each right would entitle its holder to buy one one-
thousandth of a share of a new series of preferred stock at an
exercise price of $100. The rights will become exercisable if a
person or group (other than certain exempt persons) acquires 15%
or more of Valmont's common stock or announces a tender offer for
15% or more of Valmont's common stock.
Valmont can redeem the rights at $.01 each at anytime before
a non-exempt person acquires 15% of Valmont's common stock. If
such a person acquires 15% or more of Valmont's common stock,
each right would enable a Valmont stockholder to acquire Valmont
common stock having a market value of twice the right's exercise
price, or in effect, at a 50% discount to the market price. If
Valmont were acquired by a merger or similar transaction after
such an event, each right would enable a Valmont stockholder to
buy shares of the acquiring company having a market value of
twice the right's exercise price, or in effect, at a 50% discount
to the market price.
The rights dividend distribution will be made on January 8,
1996 payable to stockholders of record on January 8, 1996. The
rights will expire on December 19, 2005. The rights dividend
distribution is not taxable to Valmont stockholders. The Rights
Plan exempts ownership of Valmont common stock by Robert B.
Daugherty and his related interests as long as such persons do
not own more than 35% of Valmont's common stock. Mr. Daugherty
currently owns approximately 27% of Valmont's outstanding common
stock.
Certificates representing the rights will not be issued at
this time, and the rights will trade with, and will not be
detachable from, Valmont's common stock until the rights become
exercisable.
Valmont is a global leader in designing and manufacturing
engineered metal structures for use in various applications,
including infrastructure development, communication, construction
and industrial products. Valmont leads the world in mechanized
agricultural irrigation systems, enhancing food production while
conserving and protecting our natural water resources. Valmont
also produces a broad range of energy-efficient lighting
ballasts.
Valmont Industries, Inc. * Post Office Box 358 * Valley, NE 68064