Williams Adopts Limited Duration Stockholder Rights Agreement

The adoption of the rights plan is intended to protect ADMA and its shareholders from the actions of third parties which, according to DenSMA`s Board of Directors, are not in the best interests of ADMA and its shareholders, and allow all shareholders to realize the full potential value of their investment in ADMA. The rights plan was not adopted in response to a concrete acquisition proposal, a recent stock accumulation or efforts currently threatened or under way to take control of ADMA, of which the Board of Directors is aware. The rights plan was adopted to give the Board of Directors time to make informed decisions in the long-term best interests of ADMA and its shareholders, and does not prevent ADMA`s Board of Directors from considering an offer to acquire ADMA that it believes is in the best interests of ADMA shareholders. By 2020, poison pills have regained popularity in the wake of the global coronavirus pandemic. When share prices collapsed due to the pandemic, several companies turned to shareholding plans to defend themselves against opportunistic takeovers. In March 2020, 10 U.S. companies adopted new poison pills and set a new record. [7] “Williams Gas Infrastructure Strategy, royalty-based business model via the best asset base, investment degree ratings, strong balance sheet and abundant liquidity are factors that allow the company to navigate through uncertainty in commodity markets and the broader economy. Given the company`s strong position, the Board of Directors intends to support shareholders` rights and protect fair value for their investment. We are witnessing a unique disruption in stock market valuations, with a particular impact on the value of Williams` shares,” said Steve Bergstrom, Chairman of the Board of Directors. We do not believe that the interests of shareholders are served by allowing those who want to make only short-term profits to use current market conditions to the detriment of the company and its long-term investors. The midstream energy giant said on March 20 that its board of directors had approved a temporary shareholder rights agreement and set a one-right dividend for each common share outstanding as of March 30. In Canada, almost all shareholder rights plans are “chewed,” i.e., contain an eligible offer concept, so that a bidder who is willing to meet the requirements of an eligible bid can acquire the business through a takeover bid without triggering a flip-in event.

Shareholder rights plans in Canada are also weakened by the ability of an enemy acquirer to ask provincial securities control authorities to pass the company`s pill. As a general rule, the courts will tip the pill so that shareholders can decide whether they want to make an offer for the company. However, the company may maintain it long enough to do an auction to see if it is possible to find a white knight. A notable Canadian case before securities regulators in 2006 concerned Falconbridge Ltd.`s poison pill, which was then the subject of a friendly offer from Inco and a hostile offer from Xstrata plc, Falconbridge`s 20% shareholder. Xstrata sought the cancellation of the Falconbridge pill on the grounds, among other things, that Falconbridge had maintained its pill in force for more than nine months without shareholder consent and that the pill had prevented Falconbridge shareholders from accepting the offer of cash xstratas for Falconbridge shares.