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EXHIBIT 99
[PROVANT LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
For additional information contact:
Ariel Ruhlman
617-772-7412
PROVANT, INC. ADOPTS PREFERRED STOCK PURCHASE RIGHTS PLAN
Boston, MA. - July 18, 2000 - Provant, Inc. (NASDAQ:POVT), the world's
largest performance improvement training and development company, announced
today that its Board of Directors has adopted a Preferred Stock Purchase Rights
Plan pursuant to which one share purchase right will be distributed for each
share of Provant common stock held as of the close of business on July 28, 2000.
The Rights Plan is designed to ensure that all Provant stockholders receive fair
and equal treatment in the event of a proposed takeover of the Company and to
deter unfair takeover tactics which might provide inadequate value to
shareholders. "Although we do not know of any plan to acquire Provant, we
believe the adoption of the Rights Plan is a prudent step," said Reg Murphy,
Provant's Chairman of the Board.
The Rights are intended to enable all Provant stockholders to realize the
long-term value of their investment in the Company. They will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover.
The rights which expire July 28, 2010 will be exercisable only if a person
or group acquires 15% or more of Provant's common stock or announces a tender
offer the consummation of which would result in ownership by a person or group
of 15% or more of the common stock. Each right will entitle stockholders to buy
one-hundredth of a share of a new series of preferred stock of the Company at an
exercise price of $25 per share. Until the Rights become exercisable, they will
trade with the Company's Common Stock as a unit. The Rights distribution is not
taxable to stockholders. Additional details concerning the terms of the
Shareholder Rights Plan will be outlined in a letter which will be mailed to
stockholders following the July28, 2000 record date.
If after the public announcement that a person or group has acquired 15% or
more of Provant's common stock, Provant is acquired in a merger or other
business combination transaction, or sells or otherwise transfers 50% or more of
the value of its assets or earning power, each Right will entitle its holders to
purchase, at the Right's then current exercise price, a number of the acquiring
company's shares having a market value at that time of twice the Right's
exercise price. In addition, if a person or group acquires 15% or more of
Provant's outstanding common stock, OTHER than pursuant to a cash tender offer
for all shares in which such person or group increases its ownership to 90% or
more of the outstanding shares of common stock, each Right will entitle its
holder (other than such person or group)
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to purchase, at the Right's then current exercise price, a number of Provant's
common shares having a market value of twice the Right's exercise price.
Following the acquisition by a person or group of beneficial ownership of
15% or more of the Company's common stock and prior to an acquisition of 50% or
more of the common stock, the Board of Directors may exchange the Rights (other
than Rights owned by such person or group), in whole or in part, at an exchange
ratio of one share of common stock (or one-hundredth of a share of the new
series of preferred stock) per Right. This provision will have an economically
dilutive effect on the acquirer, and provide a corresponding benefit to the
remaining rights holders, that is comparable to the flip-in without requiring
rights holders to go through the process and expense of exercising their Rights.
Prior to the first public announcement of the acquisition by a person or
group of beneficial ownership of 15% or more of the Company's common stock (but
not thereafter), the Rights are redeemable for $.01 per Right at the option of
the Board of Directors.
The dividend distribution will be made on July 28, 2000, payable to
stockholders of record on that date. The Rights distribution is not taxable to
stockholders.
As the world's largest performance improvement training and development
company, Provant helps its clients maximize their effectiveness and
profitability by improving the performance of their people. Provant's clients
include Fortune 1,000 companies. The Company offers integrated solutions that
produce measurable results by strengthening the performance and productivity of
both individual employees and organizations as a whole.
For the latest Provant news or to request faxed or mailed information about
Provant, call the Company's toll-free shareholder communications service at
1-877-PROVANT. This service is available 24 hours a day, seven days a week.
Shareholder information is also available on the World Wide Web at
WWW.PROVANT.COM.
This news release may include statements which constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Please be cautioned that any such forward-looking statements are not
guarantees of future performance and involve significant risks and
uncertainties, and that actual results may vary materially from those in the
forward-looking statements as a result of any number of factors, including the
Company's limited combined operating history, risks related to cross-selling,
conversion to technology-based delivery methods and acquisitions, dependence on
key personnel and fluctuations in quarterly results. These factors and others
are more fully discussed in the Company's SEC filings.
