SOURCE: Ladish Co., Inc.

October 15, 2009 16:00 ET

Ladish Announces Shareholder Rights Agreement

CUDAHY, WI--(Marketwire - October 15, 2009) - The board of directors of Ladish Co., Inc. (NASDAQ: LDSH) has adopted a shareholder rights agreement. The agreement is intended to protect the Company and its shareholders from potentially coercive takeover practices or takeover bids that are inconsistent with the interests of the Company and its shareholders. The agreement is not intended to deter offers that are fully-priced, fair and otherwise in the best interest of the Company's shareholders.

Under the renewed rights agreement, each holder of the common stock of the Company as of 5:00 p.m. Central Time on October 20, 2009, will receive a dividend of one right for each share of common stock held entitling the holder to purchase from the Company one share of the Company's common stock. Initially, the rights will be represented by the common stock certificates of the Company and will not be exercisable or traded separately from the common stock of the Company. In the absence of further board action, the rights will generally become exercisable (i) 10 days after a public announcement that a person or group beneficially owns 15 percent or more of the outstanding common stock of the Company, or (ii) 10 business days after a person or group announces or commences a tender or exchange offer that would result in the person or group beneficially owning 15 percent or more of the outstanding common stock of the Company (in either case, such person or group is generally deemed to be an "Acquiring Person"). Rights held by those that exceed the 15 percent threshold will be void.

In the event that any person or group becomes an Acquiring Person and the rights are exercisable, each holder of a right (other than holders of rights that have become void) will have the right to receive upon exercise of the right, a number of shares of common stock of the Company having a market value of two times the exercise price of the right.

If, after a person or group becomes an Acquiring Person and while the rights are exercisable, (i) the Company is acquired in a merger or other business combination transaction in which the Company is not the surviving corporation or in which shares of the common stock are exchanged for stock or other securities or property, or (ii) 50 percent or more of the Company's assets or earning power is sold or transferred, each holder of a right (other than holders of rights that have become void) shall thereafter have the right to receive, upon exercise of the right, common stock of the acquiring company having a value equal to two times the purchase price of the right.

The rights agreement also includes an exchange option. In general, after a person or group becomes an Acquiring Person and while the rights are exercisable, the board of directors may, at its option, effect an exchange of part or all of the rights (other than rights that have become void) for shares of the common stock of the Company. Under this option, the Company would issue one share of common stock of the Company for each right, subject to adjustment in certain circumstances.

The board of directors may, at its option, redeem all outstanding rights for $0.001 per right at any time prior to the time any person becomes an Acquiring Person. The rights will expire on October 9, 2019, unless earlier redeemed, exchanged, or amended by the board of directors.

The issuance of the rights is not a taxable event, will not affect the reported financial condition or results of operations (including earnings per share) of the Company, and will not change the manner in which the common stock of the Company is currently traded.

The stock ownership percentages referred to in the rights agreement are based upon beneficial ownership as defined in the rights agreement, which includes, among other things, certain derivative contracts having characteristics of a long position in the common stock of the Company. A copy of the rights agreement will be filed by the Company with the Securities and Exchange Commission. The definitive terms of the rights agreement are set forth therein.

Ladish Co., Inc. is a leading producer of highly engineered, technically advanced metal components for the jet engine, aerospace and general industrial markets. Ladish is headquartered in Cudahy, Wisconsin with operations in Wisconsin, California, Connecticut, Oregon and Poland. Ladish common stock trades on Nasdaq under the symbol LDSH.

This release includes forward-looking statements that are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected in them. These risks and uncertainties include, but are not limited to, uncertainties in the company's major markets, the impact of competition, the effectiveness of operational changes expected to increase efficiency and productivity, worldwide economic and political conditions and the effect of foreign currency fluctuations.

Contact Information

  • Contact information:
    Ladish Co., Inc.
    Wayne Larsen
    414-747-2935
    Libby Communications
    Bill Libby
    231-755-4111