PRESS RELEASE
August 29, 1997 Contact: Linda A. Grunberg
402-255-3748 (office)
402-390-7188 (FAX)
Brian Larson
402-255-3757 (office)
402-255-8666 (FAX)
Data Transmission Network Corporation Adopts Shareholder Rights Plan
Omaha, NE -- Data Transmission Network Corporation (DTN), traded on the
NASDAQ exchange as DTLN, announced today that its Board of Directors has adopted
a Shareholder Rights Plan and declared a dividend of one preferred stock
purchase right on each outstanding share of its common stock. The Plan is
intended to protect and potentially enhance shareholder value.
The non-taxable dividend distribution will be made on September 2,
1997, payable to shareholders of record on that date. The Rights will expire on
August 29, 2007. Until the rights become exercisable upon certain triggering
events, the Rights trade with the Company's common stock as a unit.
The Plan is similar to plans adopted by many other companies. The
Rights are designed to assure that all shareholders receive fair and equal
treatment in the event of any proposed takeover of the Company and to guard
against partial tender offers or other tactics to gain control of the Company
which might provide inadequate or dissimilar value to shareholders. The Board is
not aware of any current efforts to acquire the Company at this time.
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The rights become exercisable only if a person or group acquires 11
percent or more of DTN's common stock or announces a tender offer for 11 percent
or more of DTN's common stock. The Plan allows a person or group to acquire
greater than 11% (but not more than 20%) of DTN's common stock with a voting
trust agreement as provided in the Plan. Each Right will initially entitle the
holder to purchase one one-thousandths of a share of a new series of junior
participating preferred stock at an exercise price of $150.00.
If a person acquires 11 percent or more of DTN's common stock, all
holders of rights other than the acquiring person are entitled to acquire DTN's
common stock at a substantial discount. If after such event DTN is acquired in a
merger or other business combination, rights holders would be able to buy the
acquiring company's shares at a substantial discount. At any time within ten
days after a person or group has acquired beneficial ownership of 11% or more of
the Company's common stock, the Rights are redeemable for one cent per Right at
the option of certain members of the Board of Directors.
After the Rights become exercisable, the Plan, in essence, permits DTN
shareholders (other than the person or group attempting to gain control) to
acquire DTN shares at a significant discount. This right will dilute the
ownership of the acquiring person or group and encourage them to first negotiate
with DTN's Board of Directors.
Data Transmission Network Corporation (NASDAQ: DTLN), an electronic
information and communication services company headquartered in Omaha, NE, is a
leader in the delivery of time-sensitive information. DTN is committed to
providing the best information and analysis available, as quickly as possible,
at an affordable cost to over 154,000 subscribers in the U.S. and Canada. The
company has information and communication services for the agricultural,
automotive, energy, farm implement, financial, mortgage, produce, golf, turf
management, construction, aviation, emergency management and other
weather-related industries.
Visit our web site at www.dtn.com.
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