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Exhibit 20.1
FRIDAY NOVEMBER 24, 10:48 AM EASTERN TIME
PRESS RELEASE
INTERNET CAPITAL GROUP ADOPTS SHAREHOLDER RIGHTS PLAN
WAYNE, Pa.--(BUSINESS WIRE)--Nov. 24, 2000--Internet Capital Group (NASDAQ:ICGE
- news), a leading business-to-business (B2B) e-commerce company, announced
today that its Board of Directors has adopted a Shareholder Rights Plan.
Under the Shareholder Rights Plan, preferred stock purchase rights will be
distributed as a dividend at the rate of one Right for each share of Common
Stock outstanding as of the close of business on December 6, 2000. Each Right
entitles the holder to purchase from the Company one ten-thousandth of a share
of Series A Junior Participating Preferred Stock of the Company at an exercise
price of $100 per Right.
Initially the rights will be attached to the Company's Common Stock and will not
be exercisable.
The rights become exercisable and will separate from the Common Stock (i) ten
calendar days after a person or group acquires, or announces the intent to
acquire, beneficial ownership of fifteen percent (15%) or more of the Company's
Common Stock, or (ii) ten business days (or a later date following such
announcement if determined by the Board of Directors in accordance with the
plan) after the announcement of a tender offer or an exchange offer to acquire
fifteen percent (15%) or more of the outstanding Common Stock.
The Rights are redeemable for $.0001 per Right at the option of the Board of
Directors at any time prior to the close of business on the tenth business day
after the announcement of a stock acquisition event described above. If not
redeemed, the Rights will expire on November 22, 2010.
Prior to the date upon which the rights would become exercisable under the Plan,
the Company's outstanding stock certificates will represent both the shares of
Common Stock and the Rights, and the Rights will trade only with the shares of
Common Stock.
Generally, if the Rights become exercisable, then each shareholder, other than
the acquirer, is entitled to purchase, for the exercise price, that number of
shares of Common Stock that, at the time of the transaction, will have a market
value of three times the exercise price of the Rights.
In addition, if, after the Rights become exercisable, the Company is acquired in
a merger or other business combination, or 50% or more of its assets or earning
power are sold, each Right will entitle the holder to purchase, at the exercise
price of the Rights, that number of shares of common stock of the acquiring
company that, at the time of the transaction, will have a market value of three
times the exercise price of the Rights.
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The Rights are designed to provide the Board of Directors sufficient time to
evaluate proposed change-in-control transactions by encouraging potential
acquirers to negotiate with the Board of Directors before attempting a tender
offer for the Company.
The Rights are not intended to prevent transactions on terms that are fair to
the Company's shareholders nor to deter any potential acquirer who is willing to
complete a transaction on such terms.
About Internet Capital Group
Internet Capital Group (http://www.internetcapital.com) is an Internet company
actively engaged in business-to-business e-commerce through a network of partner
companies. It provides operational assistance, capital support, industry
expertise, and a strategic network of business relationships intended to
maximize the long-term market potential of more than 70 business-to-business
e-commerce companies. Headquartered in Wayne, Pa, Internet Capital Group has
offices in San Francisco, Boston, Seattle, London, Munich, Paris, Tokyo and Hong
Kong.
Safe Harbor Statement under Private Securities Litigation Reform Act of 1995
The statements contained in this press release that are not historical facts are
forward-looking statements that involve certain risks and uncertainties
including but not limited to risks associated with the uncertainty of future
performance of our partner companies, acquisitions of interests in additional
partner companies, additional financing requirements, the effect of economic
conditions in the B2B e-commerce market and other uncertainties detailed in the
Company's filings with the Securities and Exchange Commission.
