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Lear Corporation Announces Measures to Enhance and Protect Shareholder Value
Southfield, Michigan (ots-PRNewswire) - The Board of Directors of Lear Corporation (NYSE: LEA) yesterday approved a share repurchase program and declared a dividend distribution of one Preferred Share Purchase Right on each outstanding share of its common stock.
The share repurchase authorization, which extends for a 24-month period, allows the discretionary repurchase of up to 6.7 million shares.
"Consistent with our overall goal to enhance long-term shareholder value, this repurchase program is a very effective way to return value to our shareholders," Kenneth L. Way, Lear Corporation Chairman and Chief Executive Officer, stated. "This decision by the board demonstrates our confidence in the Company's future and our commitment to our shareholders."
The Company said it plans to purchase shares from time to time in the open market or through privately negotiated transactions. The extent to which the Company repurchases its shares and the timing of such purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. The Company anticipates that it will fund the program primarily through the sale of non-core assets.
"The Preferred Share Purchase Rights are designed to assure that all of our stockholders receive fair and equal treatment in the event of any proposed takeover of the Company and to guard against abusive tactics to gain control of Lear Corporation without paying all of our stockholders a reasonable premium for that control," Way said. "The Preferred Share Purchase Rights are not being adopted in response to any specific takeover threat."
The Preferred Share Purchase Rights are intended to enable all Lear stockholders to realize the long-term value of their investment in the Company. The Preferred Share Purchase Rights will not prevent a takeover, but should encourage anyone seeking to acquire the Company to negotiate with the Board prior to attempting a takeover.
The Preferred Share Purchase Rights will be exercisable only if a person or group acquires 20% or more of Lear Corporation's common stock or announces a tender offer the consummation of which would result in ownership by a person or group of 20% or more of the common stock. Each Preferred Share Purchase Right will entitle stockholders to buy one one-thousandth of a share of a new series of junior participating preferred stock at an exercise price of $125.
If a person or group acquires 20% or more of Lear Corporation's outstanding common stock, each Preferred Share Purchase Right will entitle its holder (other than such person or group) to purchase, at the Preferred Share Purchase Right's then-current exercise price, a number of Lear Corporation's common shares having a market value of twice such price. In addition, if Lear Corporation is acquired in a merger or other business combination transaction after a person has acquired 20% or more of the Company's outstanding common stock, each Preferred Share Purchase Right will entitle its holder to purchase, at the Preferred Share Purchase Right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price. The acquiring person or group will not be entitled to exercise these Rights.
Prior to the acquisition by a person or group of beneficial ownership of 20% or more of the Company's common stock, the Preferred Share Purchase Rights are redeemable for one cent per right at the option of the Board of Directors.
The Board of Directors is also authorized to reduce the 20% thresholds referred to above to not less than 10%.
The dividend distribution will be made on March 17, 2000, payable to stockholders of record on that date, and is not taxable to stockholders. The Preferred Share Purchase Rights will expire on March 1, 2010.
A Fortune 200 Company, Lear Corporation is one of the world's largest automotive suppliers, with 1999 sales of $12.4 billion. The Company's world- class products are designed, engineered and manufactured by more than 120,000 employees in over 300 facilities located in 33 countries. Information about Lear and its products is available on the Internet at http://www.lear.com .
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from the anticipated results as a result of certain risks and uncertainties, including but not limited to general economic conditions in the markets in which Lear operates, fluctuations in the production of vehicles for which the Company is a supplier, labor disputes involving the Company or its significant customers, risks associated with conducting business in foreign countries and other risks detailed from time to time in the Company's Securities and Exchange Commission filings.
ots Original Text Service: Lear Corporation Internet: http://recherche.newsaktuell.de
Contact: Investor Relations, Derek Fiebig, (USA) 248-447-1624, or Media, Karen Stewart-Spica, (USA) 248-447-1651, both of Lear Corporation
Company News On-Call: http://www.prnewswire.com/comp/518304.html or fax, 800-758-5804, ext. 518304
Web site: http://www.lear.comOriginal-Content von: Lear Corporation, übermittelt durch news aktuell