MEDINA, Ohio, April 21 /PRNewswire-FirstCall/ -- RPM International Inc.
(NYSE: RPM) announced today that its board of directors has adopted a new
Stockholder Rights Plan to replace the rights plan that was originally adopted
in 1999 and will expire in May 2009. The new plan is substantively similar to
its predecessor. Under the new plan, the RPM board declared a dividend
distribution of one right for each outstanding share of RPM's common stock,
payable May 11, 2009.
The rights will initially trade together with shares of RPM's common stock
and will not be exercisable. The rights generally will become exercisable and
allow the holder to acquire shares of RPM's common stock at a discounted price
if a person or group acquires 15% or more of RPM's outstanding shares. Rights
held by persons who exceed the applicable threshold will be void. Under
certain circumstances, the rights will entitle the holder to buy shares in an
acquiring entity at a discounted price.
RPM's board may, at its option, redeem all rights for $0.001 per right,
generally at any time prior to the rights becoming exercisable. The rights
will expire May 11, 2019, unless earlier redeemed, exchanged or amended by the
board. The new plan specifically provides that the board will review the
status of the new plan at the end of five years to determine if any such
action should be taken.
"Stockholder rights plans are common in major American companies and
provide a well-accepted approach to ensuring that all stockholders receive a
fair price and are treated equally in the event of a takeover," stated Frank
C. Sullivan, chairman and chief executive officer of the specialty coatings
Mr. Sullivan stated that the renewal of the plan was not taken in response
to or in anticipation of any specific or proposed change in control of RPM.
The issuance of the rights is not a taxable event, will not affect RPM's
reported financial condition or results of operations, including earnings per
share, and will not change the way in which shares of RPM's common stock are
RPM International Inc., a holding company, owns subsidiaries that are
world leaders in specialty coatings and sealants serving both industrial and
consumer markets. RPM's industrial products include roofing systems,
sealants, corrosion control coatings, flooring coatings and specialty
chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline,
Day-Glo, Euco and Dryvit. RPM's consumer products are used by professionals
and do-it-yourselfers for home maintenance and improvement, boat repair and
maintenance, and by hobbyists. Consumer brands include Zinsser, Rust-Oleum,
DAP, Varathane and Testors.
For more information, contact P. Kelly Tompkins, executive vice president
- administration and chief financial officer, at 330-273-5090 or
This press release contains "forward-looking statements" relating to our
business. These forward-looking statements, or other statements made by us,
are made based on our expectations and beliefs concerning future events
impacting us, and are subject to uncertainties and factors (including those
specified below) which are difficult to predict and, in many instances, are
beyond our control. As a result, our actual results could differ materially
from those expressed in or implied by any such forward-looking statements.
These uncertainties and factors include (a) general economic conditions; (b)
the price, supply and capacity of raw materials, including assorted pigments,
resins, solvents and other natural gas- and oil-based materials; packaging,
including plastic containers; and transportation services, including fuel
surcharges; (c) continued growth in demand for our products; (d) legal,
environmental and litigation risks inherent in our construction and chemicals
businesses and risks related to the adequacy of our insurance coverage for
such matters; (e) the effect of changes in interest rates; (f) the effect of
fluctuations in currency exchange rates upon our foreign operations; (g) the
effect of non-currency risks of investing in and conducting operations in
foreign countries, including those relating to domestic and international
political, social, economic and regulatory factors; (h) risks and
uncertainties associated with our ongoing acquisition and divestiture
activities; (i) risks related to the adequacy of our contingent liabilities,
including for asbestos-related claims; and (j) other risks detailed in our
filings with the Securities and Exchange Commission, including the risk
factors set forth in our Annual Report on Form 10-K for the year ended May 31,
2008, as the same may be updated from time to time. We do not undertake any
obligation to publicly update or revise any forward-looking statements to
reflect future events, information or circumstances that arise after the date
of this release.
SOURCE RPM International Inc.
P. Kelly Tompkins
executive vice president - administration
and chief financial officer
RPM International Inc.