Contact Information: CONTACTS: Investor Relations Jay Pfeiffer Pfeiffer High Investor Relations, Inc. 303.393.7044 Press Relations Sarah Hurp Marketing Communications Manager Evolving Systems +44 1225 478060
Evolving Systems, Inc. Adopts Stockholder Rights Plan
| Source: Evolving Systems
ENGLEWOOD, CO--(Marketwire - March 5, 2009) - Evolving Systems, Inc. (NASDAQ : EVOL ), a
leading provider of software solutions and services to the wireless,
wireline and cable markets, announced today that its Board of Directors has
adopted a stockholder rights plan that is designed to strengthen the
ability of the Board of Directors to protect Evolving Systems'
stockholders. The plan was not adopted in response to any unsolicited
offer or takeover attempt.
"This plan is designed to enhance the Board's ability to protect
stockholders against unsolicited attempts to acquire control of the Company
that do not offer an adequate price to all stockholders or are otherwise
not in the best interests of the Company and its stockholders by
encouraging potential buyers to negotiate directly with the Board," said
Thad Dupper, president and CEO of Evolving Systems. "The plan is similar
to plans adopted by other publicly-traded companies and is intended to
provide the Board with sufficient time to consider any and all alternatives
to such an action and is a replacement of the rights plan adopted by the
company in 1999 that expired in February of this year."
Under the Plan, each common stockholder of the Company at the close of
business on March 16, 2009 will receive a dividend of one right for each
share of the Company's common stock held of record on that date. Each
right will entitle the holder to purchase from the Company, in certain
circumstances described below, one one-hundredth of a share of
newly-created Series C junior participating preferred stock of the Company
for an initial purchase price of $8.00 per share. The rights distribution
will not be taxable to stockholders and the distribution of rights under
the Plan will not interfere with the Company's business plans or be
dilutive to or affect the Company's reported per share results.
Initially the rights will be represented by the Company's common stock
certificates and will not be exercisable. The rights will generally become
exercisable ten business days after any person has become the beneficial
owner of 22.5% or more of the Company's common stock or has commenced a
tender or exchange offer which, if consummated, would result in any person
becoming the beneficial owner of 22.5% or more of the common stock of the
Company.
If any person becomes the beneficial owner of 22.5% or more of the
Company's common stock, each right will entitle the holder, other than the
acquiring person, to purchase Company common stock having a value of twice
the exercise price. In addition, if there is a business combination between
the Company and the acquiring person, or in certain other circumstances,
each right that is not previously exercised will entitle the holder (other
than the acquiring person) to purchase shares of common stock of the
acquiring person at one-half of the market price of those shares.
The Company may redeem the rights at a price of $0.001 per right at any
time prior to the date on which any person has become the beneficial owner
of 22.5% or more of the common stock of the Company. The rights will expire
on March 4, 2019, unless earlier exchanged or redeemed.
The Company will file with the Securities and Exchange Commission a Current
Report on Form 8-K describing the stockholder rights plan. The Form 8-K
will include a copy of the Rights Agreement governing the Plan as an
exhibit.
About Evolving Systems®
Evolving Systems, Inc. (NASDAQ : EVOL ) is a provider of software and
services to more than 70 network operators in over 40 countries worldwide.
Its portfolio includes market-leading products for Service Activation,
Service Verification, Process Management, Dynamic SIM Allocation, Number
Portability, Number Inventory and Mediation solutions. Founded in 1985, the
Company has headquarters in Englewood, Colorado, with offices in the United
Kingdom, Germany, India and Malaysia. Further information is available on
the web at www.evolving.com.