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FOR IMMEDIATE RELEASE Contact: [Add usual language]
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APW LTD. ADOPTS SHAREHOLDER RIGHTS PLAN
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WAUKESHA, Wisconsin (July 19, 2000) -- APW Ltd. (NYSE:APW) announced today that
its Board of Directors has adopted a Shareholder Rights Plan. The adoption of
the Shareholder Rights Plan is not in response to any known effort to acquire
control of the Company.
"The adoption reflects our favorable view towards the long-term value of APW.
We believe this Shareholder Rights Plan will serve the best interests of our
shareholders if they are confronted with unfair takeover tactics or attempts to
acquire control of the Company at an inadequate price," said Richard Sim,
Chairman, Chief Executive Officer and President of APW Ltd. "Similar to over
2,000 other companies, APW Ltd. has adopted a Shareholder Rights Plan to assure
that any acquisition or change in control of the Company would take place under
circumstances in which our Board of Directors can secure the best available
transaction for all shareholders."
"This plan is not intended to prevent the acquisition of the Company on terms
that are in the best interests of all shareholders," Sim continued. "The mere
granting of the Rights will not deter any prospective buyer willing to negotiate
with our Board of Directors or make any offer for all shares at a fair price."
Under the Shareholder Rights Plan, APW Ltd. shareholders of record as of July
21, 2000, will be granted a dividend of one common stock purchase right for each
outstanding share of APW Ltd. common stock. Subject to the terms of the
Shareholder Rights Plan, each Right entitles the registered holder to purchase
one ten thousandth of a share of preferred stock at an exercise price of $225.00
Until Rights become exercisable, outstanding APW Ltd. stock certificates will
represent both shares of APW Ltd. common stock and Rights. No separate
certificate will be issued for the Rights at this time. Rights will trade with
the shares of APW Ltd. common stock until such time as they might become
exercisable.
Rights would generally become exercisable 10 business days after any person or
group has acquired, commenced or announced its intention to commence a tender or
exchange offer to acquire 15% or more of APW Ltd. common stock.
If Rights become exercisable, holders of each Right, other than the acquiring or
adverse person, will have the right, upon payment of the exercise price, to
purchase the number of shares of APW Ltd. common stock which, at that time, have
a market value of two times the exercise price of a Right. If the Rights become
exercisable, the APW Ltd. Board of Directors may also exchange Rights, other
than those held by the acquiring person or adverse person, in whole or in part,
at an exchange ratio of one share of APW Ltd. common stock per Right.
At any time after a person or group acquires 15% or more of APW Ltd. common
stock, if APW Ltd. is acquired in a merger or other business combination or 50%
or more of its consolidated assets
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or earning power is sold, Rights holders other than the acquiring person or
group will have the right, upon payment of the exercise price, to purchase that
number of shares of common stock of the acquiror or that the number of shares
that have a market value equal to two times the exercise price of a Right.
Rights will expire on July 17, 2010. Details of the Rights distribution are
contained in a "Summary of Rights" which will be mailed to all APW Ltd.
shareholders of record as of July 21, 2000.
