Cue Health Adopts Limited-Duration Shareholder Rights Plan
Board of Directors Takes Action to Protect Long-Term Value for All Shareholders
Rights Plan Responds to Significant Third-Party Share Accumulation
“Cue is committed to engaging in constructive dialogue with our shareholders, and we value their perspectives,” said
The Rights Plan is designed to reduce the likelihood that any entity, person, or group can gain control of Cue through open market accumulation without paying all other shareholders an appropriate control premium and on terms that would not deliver sufficient value for all shareholders. It will also give the Board sufficient time to make informed judgments and take actions that it believes are in the best interests of all shareholders. The Rights Plan does not preclude the Board from considering an offer that recognizes the full value of Cue.
The Rights Plan is similar to other plans adopted by publicly held companies in comparable circumstances. Under the Rights Plan, the rights will become exercisable if an entity, person, or group acquires beneficial ownership of 10% or more of Cue’s outstanding common stock in a transaction not approved by the Board. The Rights Plan includes an exemption that permits certain passive investors to acquire up to 20% of Cue’s outstanding common stock. In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each holder (other than the entity, person, or group triggering the Rights Plan) will be entitled to purchase shares of Cue’s common stock at a significantly discounted price.
Additional details about the Rights Plan will be contained in a Form 8-K to be filed by the Company with the
Statements in this press release about future expectations, plans and prospects, including statements related to our strategic plan, growth plans, potential, milestones and future value, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements”. The words, without limitation, “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “would,” “develop,” “pave,” “seek,” “offer,” “grow”, “expand”, “look forward”, “believe” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these or similar identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the factors discussed in the "Risk Factors" section of Cue’s Annual Report on Form 10-K for the year ended