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RCM amends rights plan’s poison pill

May 30 2013

RCM Technologies Inc.’s (NASD: RCMT) board of directors added a qualified offer/stockholder redemption provision that allows the board to accept a fair and reasonable acquisition offer without triggering a “poison pill” included in a previously adopted rights plan.

The rights plan enacted in January took effect if a person or group acquired 15 percent or more of the Pennsauken, N.J.-based staffing provider’s common stock in a transaction that is not approved by the board.

“We had a press release earlier this year that limited the ownership of the stock before triggering the poison pill to 15 percent,” said Leon Kopyt, RCM’s chairman of the board and CEO. “The purpose of this press release is to clarify that we don’t discourage or prevent suitable purchasers of the company to make offers to the company.”

The move is meant to assuage concerned shareholders.

“We have certain shareholders that don’t care for a poison pill, and so the redemption rights modifies the poison pill. It gives the opportunity for a potential acquirer to acquire RCM without triggering the pill,” said Kopyt.

Earlier this month, RCM shareholder RS Partners No. 19 LP, which has nominated two people for election to the board, called on the publicly traded staffing firm to set a date for its annual meeting. Kopyt said a date is still undetermined because the company is still reviewing candidates.


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