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EXHIBIT 99.1
PENTON MEDIA, INC. ADOPTS
STOCKHOLDER RIGHTS PLAN
FOR IMMEDIATE RELEASE Contact: Joseph G. NeCastro
Chief Financial Officer
Penton Media, Inc. (216)931-9770
CLEVELAND, OHIO, June 9, 2000 -- Penton Media, Inc. (NYSE:PME-news) announced
today that its board adopted a stockholder rights plan that provides for rights
to be issued to stockholders of record on June 27, 2000.
According to Thomas L. Kemp, Chief Executive Officer of Penton Media, Inc.,
"Our board carefully considered the rights plan, which was not adopted in
response to any pending takeover or proposed change in control of the Company.
The rights plan is intended to protect the Company and its stockholders from
takeover bids that are inconsistent with the interests of the Company and its
stockholders. The adoption of a stockholder rights plan has become common
practice in major corporations and helps to ensure that all stockholders
receive the best price and are treated equally in the event of a takeover."
Under the plan, the rights will initially trade together with Penton Media, Inc.
common stock and will not be exercisable. In the absence of further board action
the rights generally will become exercisable and allow the holder to acquire
Penton Media, Inc. common stock at a discounted price if any person or group
acquires 20 percent or more of the outstanding shares of the Company's common
stock. Rights held by the persons who exceed the applicable threshold will be
void. Under certain circumstances, the rights will entitle the holder to buy
shares in an acquiring entity at a discounted price.
The plan also includes an exchange option. In general, after the rights become
exercisable, the Penton board may, at its option, effect an exchange of part
or all of the rights -- other than rights that have become void -- for shares
of Penton Media, Inc. common stock. Under this option, Penton Media, Inc.
would issue one share of common stock for each right, subject to adjustment in
certain circumstances.
The Penton board may, at its option, redeem all rights for $0.01 per right,
generally at any time prior to the rights becoming exercisable. The rights will
expire June 27, 2010, unless earlier redeemed, exchanged or amended by the
Penton board.
The issuance of the rights is not a taxable event, will not affect Penton
Media, Inc.'s reported financial condition or results of operations (including
earnings per share) and will not change the manner in which Penton Media, Inc.
common stock is currently traded.
Penton Media, Inc. (NYSE:PME-news) is a leading diversified business media
company that produces market-focused magazines, Web sites, trade shows and
conferences, Penton serves the
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Internet/broadband; natural products/food/retail; manufacturing;
electronics/design/engineering; management; supply chain/aviation;
government/compliance; mechanical systems/construction; and
leisure/hospitality markets. For more information, visit www.penton.com.
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