Viad Corp Declares Dividend Distribution of Preferred Stock Purchase Rights
March 30 2020 - 6:00AM
Business Wire
The Viad Corp (NYSE: VVI) Board of Directors announced today
that it has adopted a short-term stockholder rights plan, which is
scheduled to expire on February 28, 2021.
In light of the recent market volatility, our Board believes
that the rights plan will help promote the fair and equal treatment
of all Viad shareholders and ensure that the Board remains in the
best position to discharge its fiduciary duties to the Company and
shareholders. The rights plan will guard against efforts to
capitalize on recent macroeconomic conditions, including open
market accumulations and other coercive tactics, aimed at gaining
control of the Company without paying all shareholders a full
control premium for their shares. The rights are not being
distributed in response to any specific effort to acquire or
influence control of the Company.
Under the plan, one preferred stock purchase right will be
distributed for each share of common stock held by shareholders of
record on April 13, 2020. Under certain circumstances, each right
will entitle shareholders to buy one one-hundredth of a share of
Viad’s Junior Participating Preferred Stock at an exercise price of
$115.00. Our Board will be able to redeem the rights at $0.01 per
right at any time before a person or group acquires 10% (20% in the
case of a passive institutional investor) or more of the
outstanding common stock. The rights will expire on February 28,
2021, subject to Viad’s right to extend the date, unless the
Company redeems, exchanges, or terminates the rights earlier.
Subject to limited exceptions, if a person or group acquires 10%
(20% in the case of a passive institutional investor) or more of
the Company’s common stock (including shares that are synthetically
owned pursuant to derivative transactions or ownership of
derivative securities) or announces a tender offer, and the
consummation of that offer would result in such ownership (we refer
to such a person or group as an “acquiring person”), each right
will entitle its holder to purchase, at the right’s then-current
exercise price, a number of shares of common stock having a market
value at that time of twice the right’s exercise price. Rights held
by the acquiring person will become void and will not be
exercisable. If the Company is acquired in a merger or other
business combination transaction that has not been approved by our
Board after the rights become exercisable, each right will entitle
its holder to purchase, at the right’s then-current exercise price,
a number of shares of the acquiring company’s common stock having a
market value at that time of twice the right’s exercise price.
The dividend distribution to establish the new rights plan will
be payable to shareholders of record on April 13, 2020. The rights
distribution is not taxable to shareholders. We will file a Form
8-K with the SEC containing further details about the rights
plan.
About Viad
Viad (NYSE: VVI) generates revenue and shareholder value through
two businesses: GES and Pursuit. GES is a global, full-service live
events company offering a comprehensive range of services to the
world's leading brands and event organizers. Pursuit is a
collection of inspiring and unforgettable travel experiences in
Alaska, Montana, the Canadian Rockies, Vancouver, Reykjavik, Las
Vegas (expected opening in 2021), and Toronto (expected opening in
2022) that includes attractions, lodges and hotels, and sightseeing
tours that connect guests with iconic places. Our business strategy
focuses on providing superior experiential services to our
customers and sustainable returns on invested capital to our
shareholders. Viad is an S&P SmallCap 600 company. For more
information, visit www.viad.com.
Forward-Looking
Statements
This press release contains a
number of forward-looking statements. Words, and variations of
words, such as “will,” “may,” “expect,” “would,” “could,” “might,”
“intend,” “plan,” “believe,” “estimate,” “anticipate,” “deliver,”
“seek,” “aim,” “potential,” “target,” “outlook,” and similar
expressions are intended to identify our forward-looking
statements. Similarly, statements that describe our business
strategy, outlook, objectives, plans, intentions or goals also are
forward-looking statements. These forward-looking statements are
not historical facts and are subject to a host of risks and
uncertainties, many of which are beyond our control, which could
cause actual results to differ materially from those in the
forward-looking statements.
Important factors that could
cause actual results to differ materially from those described in
our forward-looking statements include, but are not limited to, the
following:
- the effects on our business of the COVID-19 pandemic;
- the impact of the pandemic and actions taken in response to the
pandemic on global and regional economies, travel and economic
activity;
- the pace of recovery when the COVID-19 pandemic subsides;
- general economic uncertainty in key global markets and a
worsening of global economic conditions;
- our ability to successfully integrate and achieve established
financial and strategic goals from acquisitions;
- our dependence on large exhibition event clients;
- the importance of key members of our account teams to our
business relationships;
- the competitive nature of the industries in which we
operate;
- travel industry disruptions;
- unanticipated delays and cost overruns of our capital projects,
and our ability to achieve established financial and strategic
goals for such projects;
- seasonality of our businesses;
- transportation disruptions and increases in transportation
costs;
- natural disasters, weather conditions, and other catastrophic
events;
- our multi-employer pension plan funding obligations;
- our exposure to labor cost increases and work stoppages related
to unionized employees;
- liabilities relating to prior and discontinued operations;
- adverse effects of show rotation on our periodic results and
operating margins;
- our exposure to currency exchange rate fluctuations;
- our exposure to cybersecurity attacks and threats;
- compliance with laws governing the storage, collection,
handling, and transfer of personal data and our exposure to legal
claims and fines for data breaches or improper handling of such
data;
- the effects of the United Kingdom’s exit from the European
Union; and
- changes affecting the London Inter-bank Offered Rate.
For a more complete discussion
of the risks and uncertainties that may affect our business or
financial results, please see Item 1A, “Risk Factors,” of our most
recent annual report on Form 10-K filed with the SEC. We disclaim
and do not undertake any obligation to update or revise any
forward-looking statement in this press release except as required
by applicable law or regulation.
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version on businesswire.com: https://www.businesswire.com/news/home/20200330005155/en/
Carrie Long Investor Relations (602) 207-2681 ir@viad.com
Viad (NYSE:VVI)
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