Commerce.com Inc. (NASDAQ: CMRC) implemented a stockholder rights plan to counter an unsolicited acquisition proposal from Rezolve Ai PLC (NASDAQ: RZLV), the company announced April 14.

The rights plan, effective immediately and set to expire April 12, 2027, responds to Rezolve Ai's April 8 proposal to acquire all outstanding Commerce.com shares through a stock exchange of one Rezolve Ai share for every two Commerce.com shares. Commerce.com's board said the proposal represents a 47% discount to its current share price based on Rezolve Ai's April 7 closing price of $2.88.

Under the plan, stockholders of record on April 27 will receive one preferred stock purchase right for each common share held. Each right allows the holder to buy one one-thousandth of a share of newly created Series A Junior Participating Preferred Stock at $13.00 per share under certain circumstances.

The rights become exercisable if any person or group acquires 10% or more of Commerce.com's outstanding common stock, or 20% for passive institutional investors. If triggered, each right would allow its holder to purchase common stock with a market value of twice the right's exercise price. Rights held by the acquiring person would become void.

Commerce.com's board can redeem the rights at $0.01 each before the ownership threshold is reached. The board determined that Rezolve Ai's proposal "significantly undervalues the Company" and "does not warrant further engagement."

"The Rights Plan is intended to protect stockholder interests and ensure fair and equitable treatment, while providing the Board with the time and flexibility to thoroughly evaluate any transaction proposals," said Ellen Siminoff, executive chair of Commerce.com's board.

The rights distribution will not be taxable to stockholders. Commerce.com will file additional details about the rights plan in a Form 8-K with the Securities and Exchange Commission.