The board of directors of H.B. Fuller Company, a manufacturer and marketer of adhesives, sealants, coatings and other chemical products, has approved a two-for-one stock split, declared a regular quar…
The board of directors of H.B. Fuller Company, a manufacturer and marketer of adhesives, sealants, coatings and other chemical products, has approved a two-for-one stock split, declared a regular quarterly cash dividend, and adopted a new shareholder rights plan, it was announced 13 July 2006 The two-for-one common stock split is payable on 4 August 2006 to shareholders of record on 28 July 2006. Each shareholder will receive one additional share for each share held. Trading will begin on a split-adjusted basis on 7 August 2006. The articles of incorporation will be amended to show a proportional increase from 80 million to 160 million in the number of H.B. Fuller common shares authorized. “Given the strong value creation that has taken place over the last 18 months and the confidence we have in our strategy to transform the company into a more profitable and higher growth business, we are pleased to announce today“s decision to split the stock”, said Al Stroucken, chairman and chief executive officer. The regular quarterly cash dividend of USD 0.1250 per share of common stock is payable on 10 August 2006 to shareholders of record on 27 July 2006. The dividend will be paid before the effect of the two-for-one stock split although future dividend payments will be adjusted to take into account the additional outstanding shares. The board of directors has also adopted a new shareholder rights plan to replace the existing plan expiring on 30 July 2006. The move is aimed at protecting the long-term interests of the company“s shareholders and ensure they receive fair treatment in the event of an unsolicited takeover attempt. The adoption of the new plan is not in response to any current takeover threat. In conjunction with the implementation of the new plan, the board of directors has declared a dividend of one preferred share-purchase-right for each outstanding common share held by shareholders of record on 31 July 2006. The rights will expire 31 July 2016. Under the new plan, the rights become exercisable only if an acquiring party accumulates 15% or more of the company“s outstanding common shares. If this occurs, each right (except for the rights held by the acquiring party) allows its holder to buy H.B. Fuller Company common stock with a value equal to twice the exercise price of the right. The substantial dilutive effect of the rights on the acquiring party provides a strong incentive for negotiation with the board. The company may redeem the rights for USD 0.01 per right, subject to adjustment, at any time prior to a party becoming a beneficial owner of 15% or more the company“s common stock.