Skullcandy (SKUL) Approves 'Poison Pill' Provision

The Board of Directors of Skullcandy, Inc. (Nasdaq: SKUL) announced that it has approved the adoption of a shareholder rights plan. Under the plan, one preferred stock purchase right will be distributed for each share of common stock held by stockholders of record on July 8, 2016. The rights plan is scheduled to expire on June 26, 2017. It is intended to enable all of the Company’s stockholders to realize the long-term value of their investment in the Company by guarding against inadequate or unsolicited takeover offers. The rights are designed to ensure that the Board of Directors has sufficient time to consider any proposal and make sure that all stockholders receive fair and equal treatment in the event of any proposed takeover of the Company. In addition, the rights plan will guard against partial tender offers, open market accumulations and other coercive tactics aimed at gaining control of the Company without paying all stockholders a full control premium for their shares.

Subject to certain exceptions, the rights will be exercisable if a person or group acquires 10% or more of the Company’s common stock or announces a tender offer which would result in the offeror holding 10% or more of the common stock, inclusive of previously held shares of the Company’s common stock by that person or group. Under certain circumstances, each right will entitle stockholders to buy one one‑hundredth of a share of newly-created Series A Junior Participating Preferred Stock of the Company at an exercise price of $10.00. The Company’s Board of Directors will be entitled to redeem the rights at $0.01 per right at any time before a person or group has acquired 10% or more of the outstanding common stock. The rights will expire on June 26, 2017, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated.

Subject to limited exceptions, if a person or group acquires 10% or more of the outstanding common stock of the Company or announces a tender offer for 10% or more of the common stock (we refer to such a person or group as an “acquiring person”), each right will entitle the right holder to purchase, at the right’s then-current exercise price, a number of shares of common stock having a market value at that time of twice the right’s exercise price. Rights held by the acquiring person will become void and will not be exercisable. If the Company is acquired in a merger or other business combination transaction that has not been approved by the Board of Directors after the rights become exercisable, each right will entitle its holder to purchase, at the right’s then-current exercise price, a number of shares of the acquiring company’s common stock having a market value at that time of twice the right’s exercise price.

The dividend distribution to establish the new rights plan will be payable to stockholders of record on July 8, 2016. The rights distribution is not taxable to stockholders. Further details about the rights plan will be contained in a Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.

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