WAYZATA, Minn.--(BUSINESS WIRE)--
DAKOTA PLAINS HOLDINGS, INC. ("Dakota Plains" or the "Company") (NYSE
MKT:DAKP) announced today that its Board of Directors (the "Board") has
authorized the adoption of a stockholder rights plan (the "Rights
Plan"). The Rights Plan is designed to proactively assure that all of
the Company's stockholders receive fair and equal treatment in the event
of a proposed acquisition of the Company, to guard against tactics to
gain control of the Company without paying all stockholders a premium
for that control and to enable all of the Company's stockholders to
realize the value of their investment in the Company.
Pursuant to the Rights Plan, the Company will issue one preferred share
purchase right for each outstanding share of the Company's common stock
to stockholders of record on the close of business on February 3, 2016.
Initially, these rights will not be exercisable and will trade with the
shares of the Company's common stock. Unless earlier redeemed or
exchanged, the rights will expire at the close of business on January
Under the Rights Plan, the rights will generally become exercisable only
if a person or group acquires beneficial ownership of 10% or more of the
Company's outstanding common stock or announces a tender or exchange
offer that would result in beneficial ownership of 10% or more of the
Company's voting stock. In such situation, each holder of a right (other
than the person or group triggering the rights) will be entitled to
purchase one one-thousandth (1/1000) of a share of a series of junior
preferred stock at an exercise price of $0.84 per right, subject to
anti-dilution adjustments. In addition, at any time after a person or
group acquires beneficial ownership of 10% or more of the Company's
outstanding common stock (unless such person or group acquires 50% or
more), the Board may exchange one share of the Company's common stock
for each outstanding right (other than rights owned by such person or
The Company will be entitled to redeem the rights at $0.001 per right at
any time prior to the acquisition of beneficial ownership of 10% or more
of the Company's common stock by a person or group.
If a stockholder or group beneficially owns 10% or more of the Company's
outstanding common stock at the time of the announcement of the Rights
Plan, that stockholder's existing ownership percentage will be
grandfathered, but the rights will become exercisable if at any time
after the announcement of the Rights Plan such stockholder increases its
ownership of the Company's common stock by one share or more.
Additional details and a copy of the Rights Plan will be contained in a
Form 8-K to be filed by the Company with the U.S. Securities and
Vinson & Elkins L.L.P. is serving as legal counsel to the Company.
About Dakota Plains Holdings, Inc.
Dakota Plains Holdings, Inc. is an integrated midstream energy company
operating the Pioneer Terminal transloading facility. The Pioneer
Terminal is centrally located in Mountrail County, North Dakota, for
Bakken and Three Forks related Energy & Production activity. For more
information please visit the corporate website at: www.dakotaplains.com.
Forward Looking Statements
Statements made by representatives of Dakota Plains in this press
release that are not historical facts are forward-looking statements.
These statements are based on certain assumptions and expectations made
by the Company which reflect management's experience, estimates and
perception of historical trends, current conditions, anticipated future
developments and other factors believed to be appropriate. Such
statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Company,
which may cause actual results to differ materially from those implied
or anticipated in the forward-looking statements. These include risks
relating to the effectiveness of the Rights Plan as a deterrent to
transactions that might result in a change of control of the Company
without a premium to stockholders, global economics or politics, the
Company's ability to obtain additional capital needed to implement its
business plan, minimal operating history, loss of key personnel, lack of
business diversification, reliance on strategic, third-party
relationships, financial performance and results, prices and demand for
oil, the Company's ability to make acquisitions on economically
acceptable terms, and other factors described from time to time in the
Company's periodic reports filed with the SEC that could cause actual
results to differ materially from those anticipated or implied in the
forward-looking statements. Dakota Plains undertakes no obligation to
publicly update any forward-looking statements, whether as a result of
new information or future events.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160125005621/en/
For Dakota Plains Holdings, Inc.:
Tim Brady, 952-473-9950
Dan Gagnier, 212-415-8972
Source: Dakota Plains Holdings, Inc.
News Provided by Acquire Media