"The board believes terminating the 'poison pill' is in the best interest of all shareholders because it enhances our accountability," says Paul Gray, chairman of the board of Malan Realty Investors. "The slate elected to the board of directors last spring pledged to reinvigorate the process of enhancing shareholder value and we have taken this important step toward this goal. "

Terminating the plan was not taken in response to any specific outside effort to increase ownership of the company and the board is not aware of any such effort, Gray notes.

Under the former plan, a special dividend distribution of one right to purchase one one-thousandth of a share of Malan's Series A Junior Participating Preferred Stock for each outstanding common share of Malan at a purchase price of $42 would have been exercisable if a person or group, without the prior approval of the board of directors, had acquired 15% or more of Malan's common stock or announced a tender offer that would, if consummated, have resulted in the ownership of 15% or more of the company's common stock.

The rights plan was not applicable to, and the rights did not become exercisable as a result of the stock ownership of any person or group that then owned 15% or more of Malan's common stock unless such person increased its then current ownership position.

Once a person or group acquired 15% or more of the outstanding common stock of Malan, each right would have entitled its holder to purchase Malan's common stock (or of any company that would have acquired Malan) at a 50% discount.

Malan owns, acquires, redevelops and manages properties that are leased primarily to national and regional retail companies. The company owns a portfolio of 64 properties located in nine states that contains an aggregate of approximately 5.9 million sf of GLA.

Instant Insights /

Malan REIT Board Terminates "Poison Pill" Anti-Takeover Plan

Related Stories

Recommended For You