EXHIBIT 99.1
[Digi logo] Digi International News Release
11001 Bren Road East
Minnetonka, MN 55343
CONTACT: Jonathon Killmer
Digi International
(612) 912-3444
jon_killmer@dgii.com
Donna Burke
Digi International
(612) 912-3124
donna_burke@dgii.com
DIGI INTERNATIONAL ADOPTS SHAREHOLDER RIGHTS PLAN
MINNEAPOLIS, JUNE 11, 1998 - -The Board of Directors of Digi International Inc.
(NASDAQ:DGII) today announced that it had adopted a shareholder rights plan.
Under the plan, the company will distribute as a dividend one right for each
share of the company's common stock outstanding on June 30, 1998. Each right
will entitle its holder to buy one one-hundredth of a share of a new series of
junior participating preferred stock at an exercise price of $115, subject to
adjustment.
The rights will become exercisable only if a person or group acquires
beneficial ownership of 20 percent or more of the company's outstanding common
stock or announces a tender or exchange offer which, if completed, would result
in that person or group beneficially owning 20 percent or more of the company's
outstanding common stock.
The company will be entitled to redeem the rights at $.001 per right,
subject to adjustment, at any time prior to an acquisition by a person or group
of 20 percent or
-more-
Digi Adopts Shareholder Rights Plan - page 2
more of the company's outstanding common stock and -- unless there has been a
change in control of the company's board -- during the 20-day period thereafter
(subject to possible extension).
Following expiration of the redemption period, each right, except those
held by a 20 percent shareholder or its affiliates or associates, which become
void, would become exercisable for the company's common stock, having a market
value equal to twice the rights exercise price (subject to possible adjustments)
if a person or group has acquired beneficial ownership of 20 percent or more of
the company's outstanding common stock.
"We believe that this plan is a prudent step in protecting the interests of
Digi's shareholders," said Jerry A. Dusa, Digi's president and chief executive
officer. He also noted that the shareholder rights plan was not made in
response to any present effort to take over the company.
ABOUT DIGI INTERNATIONAL
Digi International, based in Minneapolis, Minn., is a leading ISO
9001-compliant provider of data communications hardware and software that
delivers seamless connectivity solutions for opens systems, server-based
remote access and LAN markets. The company markets its products through an
international network of distributors and resellers, system integrators and
original equipment manufacturers (OEMs). For more information, visit Digi's
Web site at www.dgii.com or call 1-800-344-4273 (U.S.) or 612-912-3444
(International).
# # #
2