London, United Kingdom (PressExposure) May 31, 2009 -- Intercontinental Mercantile Exchange announced that its Board of Directors has approved the adoption of a stockholder rights plan. The rights plan is designed to encourage the fair treatment of IMEX stockholders in connection with attempts to acquire IMEX on terms or through tactics that could deny all stockholders the opportunity to realize the full value of their investment. IMEX said that the plan is also designed to enhance the ability of the Board of Directors to protect the interests of IMEX stockholders.
IMEX stated that the rights are not being issued in response to any outside effort to gain control of IMEX, and that it is not aware of any takeover attempt. The rights will not affect IMEX 's reported earnings per share.
Under the plan, one right will be issued for each share of IMEX common stock outstanding on June 5, 2009. Shares of common stock that are issued after that date will be issued with an attached right. Each right would initially represent the right, under certain circumstances, to purchase a share of IMEX common stock at an exercise price of $55.00 per share.
If a person or group acquires beneficial ownership of 15% or more of the then outstanding shares of IMEX 's common stock or announces a tender or exchange offer that would result in such person or group owning 15% or more of the then outstanding IMEX common stock, each right would entitle its holder to purchase shares of IMEX common stock having a market value of two times the exercise price of the right. The rights, however, would not be triggered by any person or group that is presently the beneficial owner of 15% or more of IMEX 's outstanding common stock on the date of the adoption of the Rights Agreement, unless such person or group acquires beneficial ownership of additional shares of IMEX common stock in the future (other than pursuant to a stock dividend or stock split).
The Board of Directors may redeem the rights at the redemption price of $0.01 per right, subject to adjustment, at any time prior to the earlier of May 25, 2012, the expiration date of the rights, or the date of distribution of the rights, as determined under the plan.
Details of the stockholder rights plan will be outlined in a letter which will be mailed as soon as practicable after June 5, 2009, to all stockholders of record on such date.