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CTPartners adopts stockholder rights plan

March 05, 2015

CTPartners Executive Search Inc.’s (NYSE MKT: CTP) adopted a stockholder rights agreement to guard against undesired acquisition techniques and encourage potential bidders to negotiate with the board of directors.

The rights plan take effect if a person or group acquires 15% or more of CTPartners’s common stock in a transaction that is not approved by the board.

The agreement will provide a special committee of independent directors, established on Feb. 21, with time to explore potential strategic alternatives, including last month’s unsolicited, non-binding proposal from DHR International Inc. to acquire all of the outstanding shares of the company for $7.00 a share per share. DHR subsequently increased its stake in in the company to more than 5%.

“Our board has adopted this limited-term rights agreement to help ensure that the special committee has adequate time to consider potential strategic alternatives and to formulate the best approach to protect and enhance the interests of the company’s stockholders in a fully-informed manner,” said Ronald Parker, an independent director of the company and the chair of the special committee. “In addition, the rights agreement will guard against the possibility that a third party could acquire a controlling interest in the company without appropriately compensating the company’s stockholders for such control. The rights agreement will not, and is not intended to, prevent a takeover of the company on terms that are fair to and in the best interests of all the company’s stockholders.”