Papa John’s Adopts Limited Duration Stockholder Rights Plan
The adoption of the Rights Plan is intended to enable all Papa John’s stockholders to realize the full potential value of their investment in the company and to protect the interests of the company and its stockholders by reducing the likelihood that any person or group gains control of Papa John’s through open market accumulation or other tactics without paying an appropriate control premium. In addition, the Rights Plan provides the Board of Directors with time to make informed decisions that are in the best long-term interests of Papa John’s and its stockholders and does not deter the Papa John’s Board of Directors from considering any offer that is fair and otherwise in the best interest of Papa John’s stockholders.
The Rights Plan is similar to other plans adopted by publicly-traded
companies. Under the Rights Plan, the rights generally would become
exercisable only if a person or group (including a group of persons who
are acting in concert with each other) acquires beneficial ownership of
15% or more of Papa John’s common stock in a transaction not approved by
the Papa John’s Board of Directors. In that situation, each holder of a
right (other than the acquiring person or group, whose rights will
become void and will not be exercisable) will have the right to
purchase, upon payment of the exercise price and in accordance with the
terms of the Rights Plan, a number of shares of Papa John’s common stock
having a market value of twice such price. In addition, if Papa John’s
is acquired in a merger or other business combination after an acquiring
person acquires 15% or more of Papa John’s common stock, each holder of
the right would thereafter have the right to purchase, upon payment of
the exercise price and in accordance with the terms of the Rights Plan,
a number of shares of common stock of the acquiring person having a
market value of twice such price. The acquiring person or group would
not be entitled to exercise these Rights.
Further details of the Rights Plan will be contained in a Current Report
on Form 8-K that Papa John’s will be filing with the
Forward-Looking Statements
Certain matters discussed in this press release and other company
communications constitute forward-looking statements within the meaning
of the federal securities laws. Generally, the use of words such as
“expect,” “intend,” “estimate,” “believe,” “anticipate,” “will,”
“forecast,” “plan,” “project,” or similar words identify forward-looking
statements that we intend to be included within the safe harbor
protections provided by the federal securities laws. Such
forward-looking statements may relate to projections or guidance
concerning business performance, revenue, earnings, cash flow,
contingent liabilities, resolution of litigation, commodity costs,
profit margins, unit growth, unit level performance, capital
expenditures, share repurchases, dividends, effective tax rates, the
impact of the Tax Cuts and Job Act and the adoption of new accounting
standards, and other financial and operational measures. Such statements
are not guarantees of future performance and involve certain risks,
uncertainties and assumptions, which are difficult to predict and many
of which are beyond our control. Therefore, actual outcomes and results
may differ materially from those matters expressed or implied in such
forward-looking statements. Our risk factors are discussed in detail in
“Part I. Item 1A. – Risk Factors” in our Annual Report on Form 10-K for
the fiscal year ended
For more information about the company, please visit www.papajohns.com.
About Papa John’s
Headquartered in
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Source: Papa John’s
Investor Relations:
Papa John's International, Inc.
Joe
Smith, 502-261-4593
Chief Financial Officer
or
Media:
Peter
Collins, 502-261-4233
Peter_Collins@papajohns.com