XXXXXXX XXXXXXX, INC.
ADOPTS REPLACEMENT STOCKHOLDER
PROTECTION RIGHTS AGREEMENT
FULLERTON, CALIFORNIA, February 4, 1999 - Xxxxxxx Xxxxxxx, Inc.
(NYSE:BEC), announced that its Board of Directors today adopted a replacement
Stockholder Protection Rights Agreement (the "Rights Agreement") to deter
abusive takeover actions and declared a dividend of one Right on each
outstanding share of Xxxxxxx Xxxxxxx, Inc. Common Stock. The dividend will be
paid on March 20, 1999 to stockholders of record on February 15, 1999.
The Rights Agreement conforms to recent developments in Delaware law
(state of incorporation) and is substantially the same as the existing rights
plan which is scheduled to expire on March 28, 1999. Although not adopted in
response to any specific effort to acquire control of Xxxxxxx Xxxxxxx, Inc., the
Rights Agreement will continue to deter abusive takeover tactics that can be
used to deprive stockholders of the full value of their investment.
Until it is announced that a person or group has acquired 15% or more
of Xxxxxxx Xxxxxxx, Inc.'s Common Stock (an "Acquiring Person") or commences a
tender offer that will result in such person or group owning 15% or more of
Xxxxxxx Xxxxxxx, Inc.'s Common Stock, the Rights will be evidenced by the Common
Stock certificates, will automatically trade with the Common Stock and will not
be exercisable. Thereafter,
XXXXXXX XXXXXXX, INC.
ADOPTS REPLACEMENT STOCKHOLDER
PROTECTION RIGHTS AGREEMENT Page 2 of 3
separate Rights certificates will be distributed and each Right will entitle its
holder to purchase Participating Preferred Stock having economic and voting
terms similar to those of one share of Common Stock for an exercise price of
$200.00.
A letter to stockholders regarding the Rights Agreement and a Summary
of certain terms of the Rights Agreement will be mailed to stockholders.
The Rights may generally be redeemed by the Board of Directors for
$0.01 per Right prior to the Flip-in Date.
Xxxx X. Xxxxxxx, Chairman, President, and Chief Executive Officer of
Xxxxxxx Xxxxxxx, Inc., stated that "the Rights Agreement is intended to insure
stockholders a full and fair price in the event of a sale or takeover of Xxxxxxx
Xxxxxxx, Inc. However, the Rights may cause substantial dilution to a person or
group that acquires 15% or more of the Common Stock unless the Rights are first
redeemed by the Board of Directors of the Company. The Rights will not interfere
with a transaction that is in the best interests of the Company and its
stockholders because the Rights can be redeemed prior to a triggering event.
XXXXXXX XXXXXXX, INC.
ADOPTS REPLACEMENT STOCKHOLDER
PROTECTION RIGHTS AGREEMENT Page 3 of 3
The Rights Agreement does not in any way weaken Xxxxxxx Xxxxxxx, Inc.'s
financial strength or interfere with its business plans. The issuance of the
Rights has no dilutive effect, will not affect reported earnings per share, is
not taxable to Xxxxxxx Xxxxxxx, Inc. or its stockholders and will not change the
way in which Xxxxxxx Xxxxxxx, Inc. shares are traded."
Xxxxxxx Xxxxxxx, Inc. is a leading provider of instrument systems and
complementary products that simplify and automate processes in life science and
clinical laboratories. The company's products are used throughout the world in
all phases of the battle against disease, from pioneering medical research and
drug discovery to diagnostic testing that aids in patient treatment. Annual
sales for the company totaled $1.7 billion in 1998, with about half of this
amount generated outside the United States.
