Trimble Navigation Limited
935 Stewart Drive
Post Office Box 3642
Sunnyvale, CA 94085
Shareholder Rights Plan
SUNNYVALE, Calif., Feb. 18, 1999 --- Trimble (NASDAQ:TRMB) announced today that its Board of Directors has approved the adoption of a Shareholder Rights Plan (The Plan) to protect Trimble investors in the event of an unfriendly takeover.
Similar actions have been taken to protect shareholders by approximately 2,000 U.S. companies. Analysts estimate that this includes more than 60 percent of Fortune 500 companies and more than two-thirds of Fortune 200 companies. The Plan will not prevent a takeover attempt, but should encourage anyone seeking to acquire Trimble to negotiate with Trimble's Board of Directors prior to attempting a takeover.
The Plan provides for the distribution to Trimble shareholders of one Preferred Share Purchase Right for each outstanding share of the Company's Common Stock. Each right will entitle shareholders to buy a fraction of a share of the Company's Series A Participating Preferred Stock at an exercise price of $50.00. The Rights will become exercisable following the tenth day a person or group announces their intentions to acquire 15% or more of the Company's Common Stock or announces commencement of a tender offer, the consummation of which would result in ownership by the person or group of 15% or more of the Common Stock. The Company will be entitled to redeem the Rights at $0.01 per Right at any time on or before the tenth day following acquisition by a person or group of 15% or more of the Company's Common Stock.
If, prior to redemption of the Rights, a person or group acquires 15% or more of the Company's Common Stock, each Right not owned by a holder of 15% or more of the Common Stock will entitle its holder to purchase a share of Common Stock at a substantially discounted price, in lieu of the Preferred Stock. If, after the tenth day following acquisition by a person or group of 15% or more of the Company's Common Stock, Trimble sells more than 50% of its assets or earning power or is acquired in a merger or other business combination transaction, the acquiring person must assume the obligation under the Rights and the Rights will become exercisable to acquire Common Stock of the acquiring person at the discounted price. At any time after an event triggering exercisability of the Rights at a discounted price and prior to the acquisition by the acquiring person of 50% or more of the outstanding Common Stock, the Board of Directors of the Company may authorize the exchange of the Rights (other than those owned by the acquiring person or its affiliates) for Common Stock of the Company at an exchange ratio of one share of Common Stock per Right.
The Plan is designed to assure that the Company's shareholders receive fair and equal treatment in the event of any proposed takeover of the Company and guard against partial tender offers and other abusive tactics to gain control of Trimble without paying all shareholders the fair value of their shares, including a "control premium."
The dividend distribution will be made March 1, 1999, payable to shareholders of record on March 1, 1999. The Plan will expire on February 18, 2009.
Further details of The Plan are contained in a letter that will be mailed to Trimble's registered shareholders and will be posted on Trimble's investor web page on or about March 1,1999.
To the extent that the matters discussed in this news release contain forward-looking statements, they involve risks and uncertainties detailed from time to time in the company's SEC reports, including its quarterly reports on Form 10-Q and its Annual Report on Form 10-K.
Trimble is a world leader in designing and developing innovative products enabled by GPS technology. The company provides end-user and OEM solutions for diverse applications including surveying, mapping/GIS, agriculture, mining, military, commercial aviation, automotive, vehicle tracking and timing. Founded in 1978, Trimble now holds more than 200 U.S. patents on GPS and related technology, with over 180 additional patents pending. Located in Sunnyvale, Calif., Trimble has been adding value to GPS since 1984.
Media Contact: Investor Relations of Trimble: 408-481-6914