Rights IssueAug 10, 2026, 04:40 PM
Onterris Board Declares Preferred Share Purchase Rights (Poison Pill)
AI Summary
Onterris, Inc.'s Board of Directors declared a dividend of one preferred share purchase right for each common share, payable on August 17, 2026, to stockholders of record on that date. This action is part of a Rights Agreement, often referred to as a "poison pill," designed to protect shareholder value by making hostile takeovers more difficult. Each right allows the holder to purchase a fraction of a Series B Preferred Stock at a price of $105.00, subject to adjustment. The rights will separate and become exercisable if a person or group acquires 15% or more of the outstanding common shares.
Key Highlights
- Onterris Board declared a dividend of one preferred share purchase right per common share.
- Dividend payable on August 17, 2026, to stockholders of record on that date.
- Company entered into a Rights Agreement dated August 5, 2026, with Computershare Trust Company.
- Each right entitles purchase of 1/1000th of a Series B Preferred Share for $105.00.
- Rights separate and become exercisable if a person acquires 15% or more of common shares.
- Certain entities (Company, subsidiaries, employee plans) are excluded from 'Acquiring Person'.
- Grandfathered stockholders (15%+ at announcement) become Acquiring Persons if they increase ownership.
Price Impact
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