Elliott Takes 5+% in BMC Software (BMC); Adopts Shareholder Rights Plan
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BMC Software, Inc. (NASDAQ: BMC) today announced that Elliott Associates, L.P. and Elliott International, L.P. notified the Company that it had acquired beneficial ownership of more than 5% of BMC’s common stock and would soon be filing a Schedule 13D with the Securities and Exchange Commission. Elliott has also notified the Company of its intent to nominate a slate of five nominees to stand for election at the Company’s 2012 Annual Meeting of Stockholders. Elliott has informed the Company that the nomination of its slate is in connection with its proposal that the Board form a special committee to pursue a sale of the Company.
The Company said that its Board has considered Elliott’s proposal that the Board form a special committee to pursue a sale of the Company and unanimously determined that such proposal is not in the best interests of the stockholders of the Company and that now is not the right time to pursue such a sale.
BMC also announced its Board of Directors has unanimously adopted a stockholder rights plan and declared a dividend of one right on each outstanding share of the Company’s common stock.
The Rights Plan is designed to ensure that all stockholders of the Company receive fair and equal treatment in the event that an unsolicited attempt is made to acquire the Company. The Rights Plan is designed to provide the Board of Directors of the Company with sufficient time to consider any and all alternatives to such an action and does not prevent the Board from considering or accepting an offer if the Board believes such action is fair, advisable and in the best interests of the Company’s stockholders. The Board of Directors of the Company deemed it appropriate and prudent to adopt the Rights Plan at this time. The Rights Plan will expire on May 11, 2013 unless renewed by the Board of Directors of the Company.
Pursuant to the Rights Plan, the Company is issuing one preferred stock purchase right for each share of common stock outstanding at the close of business on May 24, 2012. Initially, these rights will not be exercisable and will trade with the shares of the Company’s common stock.
Under the Rights Plan, the rights generally will become exercisable only if a person or group acquires beneficial ownership of 10 percent or more of the Company’s common stock (including in the form of synthetic ownership through derivative positions) in a transaction not approved by the Board of Directors of the Company. In that situation, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of common stock having a value of twice the exercise price of the right. In addition, if the Company is acquired in a merger or other business combination after an unapproved party acquires more than 10 percent of the Company’s common stock, each holder of the right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock having a value of twice the exercise price of the right.
The Rights Plan exempts any person or group owning 10 percent or more of the Company’s common stock as of the announcement of the Rights Plan up to the amount of their ownership of the Company’s common stock as of the announcement of the Rights Plan plus an additional 0.001%. However, the rights also will be exercisable if a person or group that already owns 10 percent or more of the Company’s common stock acquires any additional shares beyond an additional 0.001% (including through derivatives, but other than pursuant to a dividend or distribution paid or made by the Company or pursuant to a stock split or reclassification).
The Company’s Board of Directors may redeem the rights for a nominal amount at any time until the tenth business day following the first public announcement of the acquisition of beneficial ownership of 10 percent of the Company’s common stock (or of additional shares by a person or group owning 10 percent or more of the Company’s common stock as of the announcement of the Rights Plan).
The Company said that its Board has considered Elliott’s proposal that the Board form a special committee to pursue a sale of the Company and unanimously determined that such proposal is not in the best interests of the stockholders of the Company and that now is not the right time to pursue such a sale.
BMC also announced its Board of Directors has unanimously adopted a stockholder rights plan and declared a dividend of one right on each outstanding share of the Company’s common stock.
The Rights Plan is designed to ensure that all stockholders of the Company receive fair and equal treatment in the event that an unsolicited attempt is made to acquire the Company. The Rights Plan is designed to provide the Board of Directors of the Company with sufficient time to consider any and all alternatives to such an action and does not prevent the Board from considering or accepting an offer if the Board believes such action is fair, advisable and in the best interests of the Company’s stockholders. The Board of Directors of the Company deemed it appropriate and prudent to adopt the Rights Plan at this time. The Rights Plan will expire on May 11, 2013 unless renewed by the Board of Directors of the Company.
Pursuant to the Rights Plan, the Company is issuing one preferred stock purchase right for each share of common stock outstanding at the close of business on May 24, 2012. Initially, these rights will not be exercisable and will trade with the shares of the Company’s common stock.
Under the Rights Plan, the rights generally will become exercisable only if a person or group acquires beneficial ownership of 10 percent or more of the Company’s common stock (including in the form of synthetic ownership through derivative positions) in a transaction not approved by the Board of Directors of the Company. In that situation, each holder of a right (other than the acquiring person, whose rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of common stock having a value of twice the exercise price of the right. In addition, if the Company is acquired in a merger or other business combination after an unapproved party acquires more than 10 percent of the Company’s common stock, each holder of the right would then be entitled to purchase, at the then-current exercise price, shares of the acquiring company’s stock having a value of twice the exercise price of the right.
The Rights Plan exempts any person or group owning 10 percent or more of the Company’s common stock as of the announcement of the Rights Plan up to the amount of their ownership of the Company’s common stock as of the announcement of the Rights Plan plus an additional 0.001%. However, the rights also will be exercisable if a person or group that already owns 10 percent or more of the Company’s common stock acquires any additional shares beyond an additional 0.001% (including through derivatives, but other than pursuant to a dividend or distribution paid or made by the Company or pursuant to a stock split or reclassification).
The Company’s Board of Directors may redeem the rights for a nominal amount at any time until the tenth business day following the first public announcement of the acquisition of beneficial ownership of 10 percent of the Company’s common stock (or of additional shares by a person or group owning 10 percent or more of the Company’s common stock as of the announcement of the Rights Plan).
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