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Firms work on shareholder rights plans

September 10, 2009
Staffing Industry Analysts North American Daily News

Medical Staffing Network Holdings Inc. (OTCBB: MNSW.PK) announced a shareholder rights plan this week and Spherion Corp. (NYSE: SFN) announced changes to its existing shareholder rights plan.

Medical Staffing Network's plan is aimed at preventing a takeover, though the company said it isn't in response to any current takeover attempt. The plan calls for stockholders on record as of Sept. 17 to receive preferred stock purchase rights at the rate of one right for each share. The plan would be triggered if a person or group gains ownership of more than 15% of Medical Staffing Network's common stock.

"The plan will not prevent a takeover attempt, but will encourage anyone seeking to acquire the company to negotiate the value directly with the board of directors," said Medical Staffing Network Chairman and CEO Robert Adamson.

Spherion said changes in its existing shareholder rights plan aim to preserve the value of its net operating loss benefits and other deferred tax assets (valued at $147 million) that could be limited if an ownership change occurs. Under the changes, anybody who acquires ownership of 4.9% or more of outstanding shares without board approval would be subject to dilution in holdings. Exceptions to the rule include those who already own more than 4.9% of the firm.

Spherion's previous plan was triggered only when a person or group acquired 15% of the firm.

The company said the plan was not changed as an anti-takeover measure, and it must be approved by shareholders at the company's annual meeting.