Vera Bradley, Inc. (NASDAQ:VRA) (the "Company") announced today that the Board of Directors of the Company (the "Board") unanimously approved the adoption of a limited duration shareholder rights plan (the "Rights Plan") to protect shareholders' interests and maximize value for all shareholders.
The Rights Plan is similar to plans adopted by other public companies and is designed to ensure that all the Company's shareholders have the opportunity to realize the long-term value of their investment in the Company and to guard against abusive tactics so that no person, entity or group can gain a control or control-like position in the Company through open market accumulations of the Company's common stock or other tactics potentially disadvantaging the interests of the Company's shareholders without negotiating with the Board and without paying an appropriate control premium to all shareholders.
The Rights Plan is intended to position the Board to fulfill its duties by ensuring that the Board has sufficient time to make informed judgments that are in the best interests of the Company and its shareholders.
The Rights Plan provides for the issuance of one right for each outstanding share of the Company's common stock. Under the Rights Plan, rights will become exercisable if a person, entity or group acquires beneficial ownership of 15% (or 20% in the case of certain passive investors) or more of the outstanding common stock (the "triggering percentage") in a transaction not approved by the Board or if an existing shareholder that already beneficially owns the triggering percentage or more of the outstanding common stock subsequently increases its ownership by one or more shares. In the event that the rights become exercisable, each right would entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights would become void and would not be exercisable) to buy at the exercise price additional shares of common stock having a market value equal to twice the exercise price.
The Rights Plan is effective immediately and will expire on October 11, 2025.
