Lear Adopts Stockholder Rights Plan Structured to Preserve Use of Net Operating Losses
SOUTHFIELD, Mich., December 23, 2008: Lear Corporation , a leading global supplier of automotive seating systems, electrical distribution systems and electronics products, today announced that its Board of Directors has adopted a stockholder rights plan ("Rights Plan"). The Rights Plan is designed to preserve stockholder value and the value of certain U.S. tax assets primarily associated with net operating loss, capital loss and tax credit carry forwards ("Tax Attributes"). The Rights Plan is similar to stockholder rights plans adopted by other public companies with significant Tax Attributes.
Under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, the Company may use Tax Attributes in certain circumstances to offset future taxable income and reduce federal income tax liability, subject to certain requirements and restrictions. The Company's ability to use its Tax Attributes would be substantially limited if there was an "ownership change" as defined under Section 382 of the Internal Revenue Code. An ownership change would occur if stockholders owning or deemed to own 5% or more of the Company's common stock increase their collective ownership of the aggregate amount of outstanding shares of the Company by more than 50 percentage points over a three-year period. The Rights Plan was adopted to reduce the likelihood of the occurrence of an ownership change under Section 382.
"This stockholder rights plan is being adopted to protect the interests of all stockholders from the possibility of losing potential tax benefits due to change in ownership rules of Section 382," said Bob Rossiter, Chairman, CEO and President of the Company. "The Rights Plan is not intended for defensive or anti-takeover purposes and is in the best interests of all stockholders of Lear."
In connection with the adoption of the Rights Plan, the Company has declared a dividend of one preferred share purchase right for each outstanding share of common stock, payable to stockholders of record as of January 2, 2009. Effective December 23, 2008, if any person or group together with related persons acquires 4.9% or more of the outstanding shares of Lear common stock, there would be a triggering event causing significant dilution in the voting power of such person or group of persons. Stockholders who own 4.9% or more of the outstanding shares of common stock on December 23, 2008, will not trigger a dilutive event unless they acquire additional shares representing one-half of one percent (.5%) or more of the outstanding shares of common stock. The Board has the discretion to exempt any acquisition of common stock from the provisions of the Rights Plan. The Rights Plan may be terminated by the Board at any time, prior to the Rights being triggered.
The Rights plan will expire on December 23, 2018, unless the expiration date is advanced or extended or unless the Rights are exchanged or redeemed earlier by the Board of Directors.
Additional information regarding the Rights Plan and the rights will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that the Company will be filing with the Securities and Exchange Commission. In addition, stockholders of record of the Company as of January 2, 2009, will be mailed a detailed summary of the Rights Plan.