Mettler-Toledo International (ticker: MTD, exchange: New York Stock Exchange (.N))
News Release -
Mettler-Toledo International Inc. Adopts Stockholder Rights PlanGREIFENSEE, Switzerland & COLUMBUS, Ohio, Aug 26, 2002 (BUSINESS WIRE) --
Mettler-Toledo International Inc. (NYSE:MTD) today announced that its Board of
Directors has adopted a Stockholder Rights Plan under which the Company has
declared a non-cash dividend of one right for each outstanding share of METTLER
TOLEDO common stock. The Rights Plan is designed to assure that all stockholders
receive fair and equal treatment in the event of any proposed takeover and to
guard against coercive or unfair tactics to gain control of METTLER TOLEDO
without paying all stockholders the fair value of their shares. The Plan was not
adopted in response to any specific attempt to acquire the Company.
The Rights, which expire on September 5, 2012, entitle stockholders to buy one
one-thousandth of a share of Series A Junior Participating Preferred Stock at an
exercise price of $150. The Rights will be distributed to those stockholders of
record as of close of business on September 5, 2002. The distribution is
generally non-taxable to METTLER TOLEDO stockholders.
The Rights Plan provides that should any person or group acquire, or announce a
tender or exchange offer for, 15% or more of the Company's common stock, each
Right, other than Rights held by the acquiring person or group, would entitle
its holder to purchase a number of shares of the Company's common stock for 50%
of its then-current market value. Unless a 15% acquisition has occurred, the
Rights may be redeemed by the Board of Directors of the Company at any time. The
Rights Plan will not be triggered by a tender or exchange offer for all
outstanding shares of the Company at a price and on terms that the Company's
Board of Directors determines to be adequate and in the best interest of the
Company and its stockholders.
The Rights Plan exempts any stockholder that beneficially owns 15% or more of
the Company's common stock as of today's date. However, the Rights will become
exercisable if, at any time after today's date, any of these stockholders
acquire additional shares of the Company's common stock in an amount which is
greater than 2% of the Company's outstanding common stock.
Initially, the Rights will be attached to and trade with the certificates
representing shares of common stock, and no separate certificates representing
the Rights will be distributed. A Form 8-K, detailing the Rights Plan, will be
filed tomorrow with the Securities and Exchange Commission. Furthermore, all
stockholders will be mailed a summary of the Rights Plan after the record date.
METTLER TOLEDO is a leading global manufacturer of precision instruments. The
Company is the world's largest manufacturer and marketer of weighing instruments
for use in laboratory, industrial and food retailing applications. The Company
also holds top-three market positions in several related analytical instruments
and is a leading provider of automated chemistry systems used in drug and
chemical compound discovery and development. In addition, the Company is the
world's largest manufacturer and marketer of metal detection systems used in
production and packaging. Additional information about METTLER TOLEDO can be
found on the World Wide Web at "www.mt.com."
Statements in this discussion which are not historical facts may be considered
"forward-looking statements" that involve risks and uncertainties. For a
discussion of these risks and uncertainties, which could cause actual events or
results to differ from those contained in the forward-looking statements, see
Exhibit 99.1 to the Company's Annual Report on Form 10-K for the most recently
ended fiscal year.
CONTACT: Mettler-Toledo International Inc.
Dennis Braun, ++41 1 944 3345
Fax: ++41 1 944 2470
Mary T. Finnegan, 614/438-4748
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