BEE » Topics » RIGHTS PLAN

This excerpt taken from the BEE 8-K filed Nov 18, 2008.

RIGHTS PLAN

Chicago, IL – November 17 – Strategic Hotels & Resorts, Inc. (NYSE: BEE), today announced that its Board of Directors adopted a one-year stockholder rights plan and certain amendments to the Company’s Bylaws. The adoption of a stockholder rights plan is designed to ensure that all stockholders are treated fairly at a time when the Company’s shares are trading at an historic low and protect against an attempt to acquire control that does not provide full and fair value to all of the Company’s stockholders. The stockholder rights plan, which was adopted following evaluation and consultation with outside advisors, is similar to those adopted by numerous publicly traded companies.

“In light of the significant dislocation in the equity markets and a challenging economic environment and outlook, particularly in the lodging sector, our Board of Directors adopted a one-year stockholder rights plan to protect the interests of our stockholders and deter opportunistic tactics that could deprive our stockholders from realizing full and fair value of their investment,” stated William Prezant, Chairman of the Board of Directors of Strategic.

The Company will distribute one right for each share of the Company’s common stock held by stockholders of record as of the close of business on November 28, 2008. Initially, these rights will not be exercisable and will trade with the shares of the Company’s common stock. Under the plan, these rights will generally be exercisable only if a person or group becomes an “acquiring person” by acquiring beneficial ownership of 20 percent or more of the Company’s common stock or commencing a tender or exchange offer for 20 percent or more of the Company’s common stock. The rights plan will continue in effect until November 30, 2009, unless earlier redeemed or amended by the Company.

In addition, the Board of Directors adopted certain amendments to the Company’s Bylaws, including amendments to the Company’s advance notice provisions for stockholder proposals and nominations, as well as updates to reflect amendments to the Maryland General Corporation Law and other matters. The amendments to the Company’s Bylaws were effective immediately upon adoption by the Board of Directors.

 

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