Staffing 360 Solutions, Inc. Adopts Limited Duration Stockholder Rights Plan
03 10월 2023 - 5:05AM
Staffing 360 Solutions, Inc. (Nasdaq: STAF) (“Staffing 360
Solutions” or the “Company”), a company executing an international
buy-integrate-build strategy through the acquisition of staffing
organizations in the United States and the United Kingdom, today
announced that its Board of Directors (the “Board”) has adopted a
limited duration stockholder rights plan (the “Rights Plan”).
The adoption of the Rights Plan is intended to
protect the long-term interests of the Company and all of the
Company’s stockholders and enable them to realize the full
potential value of their investment in the Company. The Rights Plan
is designed to reduce the likelihood that any entity, person or
group would gain control of, or significant influence over, the
Company through the open-market accumulation of the Company’s
shares without appropriately compensating all of the Company’s
stockholders for control.
The Rights Plan is not intended to prevent or
interfere with any action with respect to the Company that the
Board determines to be in the best interests of the Company and its
stockholders. Instead, it will position the Board to fulfill its
fiduciary duties on behalf of all stockholders by ensuring that the
Board has sufficient time to make informed judgments about any
attempts to control or significantly influence the Company. The
Rights Plan will encourage anyone seeking to gain a significant
interest in the Company to negotiate directly with the Board prior
to attempting to control or significantly influence the
Company.
Further, the terms of the Rights Plan provide
many recognized stockholder protections, including the
following:
-
The rights will be exercisable only if any entity, person or group
acquires 10% (or 20% in the case of certain passive investors) or
more of the Company’s outstanding Voting Stock (as defined below)
in a transaction not approved by the Board;
-
The Rights Plan does not contain any dead-hand, slow-hand, no-hand
or similar features that would limit the ability of a future board
of directors to redeem the rights; and
-
The Rights Plan does not preclude the Board from considering an
offer that recognizes the full value of the Company.
Pursuant to the Rights Plan, the Company will
issue one right for each share of common stock and 0.3889 rights
for each share of Series H Convertible Preferred Stock (together
with the common stock, the “Voting Stock”) outstanding as of the
close of business on October 21, 2023. While the Rights Plan is
effective immediately, the rights generally would become
exercisable only if an entity, person or group acquires beneficial
ownership of 10% (or 20% in the case of certain passive investors)
or more in voting power of the Company’s outstanding Voting Stock
in a transaction not approved by the Board.
In that situation, each holder of a right (other
than the acquiring entity, person or group) will have the right to
purchase from the Company for $2.75, subject to certain potential
adjustments, shares of the Company’s common stock having a market
value of twice that amount. In addition, at any time after an
entity, person or group acquires 10% (or 20% in the case of certain
passive investors) or more in voting power of the Company’s
outstanding Voting Stock, but less than 50% in voting power of the
Company’s outstanding Voting Stock, the Board may exchange one
share of the Company’s common stock for each outstanding right
(other than rights owned by such entity, person or group, which
would have become void).
Further details about the Rights Plan will be
contained in a Current Report on Form 8-K and in a Registration
Statement on Form 8-A that the Company will file with the U.S.
Securities and Exchange Commission (“SEC”).
About Staffing 360
Solutions
Staffing 360 Solutions is engaged in the
execution of an international buy-integrate-build strategy through
the acquisition of domestic and international staffing
organizations in the United States and United Kingdom. The Company
believes that the staffing industry offers opportunities for
accretive acquisitions and as part of its targeted consolidation
model, is pursuing acquisition targets in the finance and
accounting, administrative, engineering, IT, and light industrial
staffing space. For more information, visit
http://www.staffing360solutions.com. Follow Staffing 360 Solutions
on Facebook, LinkedIn and Twitter.
Cautionary Note Regarding Forward
Looking Statements
This press release contains forward-looking
statements, which may be identified by words such as “expect,”
“look forward to,” “anticipate,” “intend,” “plan,” “believe,”
“seek,” “estimate,” “will,” “project” or words of similar meaning.
Forward-looking statements are not guarantees of future
performance, are based on certain assumptions and are subject to
various known and unknown risks and uncertainties, many of which
are beyond the Company’s control, and cannot be predicted or
quantified; consequently, actual results may differ materially from
those expressed or implied by such forward-looking statements. Such
risks and uncertainties include, without limitation, our ability to
retain our listing on the Nasdaq Capital Market; market and other
conditions; the geographic, social and economic impact of COVID-19
on the Company’s ability to conduct its business and raise capital
in the future when needed; weakness in general economic conditions
and levels of capital spending by customers in the industries the
Company serves; weakness or volatility in the financial and capital
markets, which may result in the postponement or cancellation of
customer capital projects or the inability of the Company’s
customers to pay the Company’s fees; the termination of a major
customer contract or project; delays or reductions in U.S.
government spending; credit risks associated with the Company’s
customers; competitive market pressures; the availability and cost
of qualified labor; the Company’s level of success in attracting,
training and retaining qualified management personnel and other
staff employees; changes in tax laws and other government
regulations, including the impact of health care reform laws and
regulations; the possibility of incurring liability for the
Company’s business activities, including, but not limited to, the
activities of the Company’s temporary employees; the Company’s
performance on customer contracts; negative outcome of pending and
future claims and litigation; government policies, legislation or
judicial decisions adverse to the Company’s businesses; the
Company’s ability to access the capital markets by pursuing
additional debt and equity financing to fund its business plan and
expenses on terms acceptable to the Company or at all; and the
Company’s ability to comply with its contractual covenants,
including in respect of its debt agreements, as well as various
additional risks, many of which are now unknown and generally out
of the Company’s control, and which are detailed from time to time
in reports filed by the Company with the SEC, including quarterly
reports on Form 10-Q, current reports on Form 8-K and annual
reports on Form 10-K. Staffing 360 Solutions does not undertake any
duty to update any statements contained herein (including any
forward-looking statements), except as required by law.
Investor Relations Contact:
Joe YelenicSenior Vice President – Corporate Finance Email:
Jyelenic@staffing360solutions.com
Staffing 360 Solutions (NASDAQ:STAF)
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Staffing 360 Solutions (NASDAQ:STAF)
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