SWK Holdings Corp.on April 8 entered into a rights agreement with Computershare Trust Co. NA thatprovides for the terms of a rights plan and a dividend distribution of one preferredshare purchase right for each of the company's outstanding common share.
According to a Form 8-K filed April 14, the dividend is payableto the company's stockholders of record as of the close of business on April 18.
The company's board adopted the agreement to protect the company'sability to carry forward its net operating losses.
The agreement imposes a significant penalty upon any person orgroup that acquires 4.9% or more, but less than 50%, of the company's then-outstandingcommon stock without the prior approval of the board, excluding any person or groupwho would otherwise qualify as an acquiring person on the date of the rights agreement.Moreover, the board may exempt any person or group that owns 4.9% or more. Subjectto certain limitations, Carlson Capital LP and its affiliates and associates areexempt persons.
If the rights become exercisable, each right would allow itsholder to purchase from the company one one-hundredth of a series A junior participatingpreferred share, for a purchase price of $50.00.
The rights will expire April 8, 2019, unless earlier redeemedor exchanged.