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NN, INC. ADOPTS SHAREHOLDER RIGHTS PLAN
Johnson City, Tenn., December 16, 2008 – NN, Inc. (Nasdaq: NNBR) (the “Company”) today announced its Board of Directors has adopted a shareholder rights plan designed to enhance the ability of the Company’s shareholders to realize the long-term value of their investment in the Company. The rights plan provides that one right will be distributed as a dividend for each outstanding share of common stock of the Company held as of the close of business on December 15, 2008.
Mr. Roderick R. Baty, Chairman and Chief Executive Officer stated, “The rights plan is intended to deter coercive or unfair takeover tactics and prevent an acquirer from gaining control of the Company without offering fair and equal treatment to all of the Company’s shareholders. This measure is extremely important because of the Board of Directors’ strong belief that the current market value of the Company’s shares of common stock does not fully reflect the Company’s intrinsic value and its long-term potential.”
Each right will entitle holders of Company common stock to purchase one one-hundredth (0.01) of a share of Series A Junior Participating Preferred Stock of the Company at an exercise price of $14.00. Each such fractional share of preferred stock is equivalent in voting power to one share of Company common stock and would be paid dividends equal to the dividend paid on each share of Company common stock. However, following issuance and prior to the exercise thereof, no dividends are payable with respect to the rights.
The rights are not exercisable unless an entity or person becomes, or launches a tender offer to become, the beneficial owner of 15% or more of the Company’s outstanding common stock (including derivative positions), subject to certain exceptions. If any person or group becomes the beneficial owner of 15% or more of the Company’s common stock at any time after the date of the rights plan (with certain limited exceptions), then each right not owned by such person or group will entitle its holder to purchase, at the right’s then-current exercise price, shares of common stock of the Company or, in certain circumstances, the acquiring person, having a market value of twice the right’s then-current exercise price. The rights plan is similar to the rights plans of many other public companies and will expire on December 16, 2011, unless the rights are earlier redeemed or the rights plan is terminated earlier by the Company.
The Company generally will be entitled to redeem the rights at $.001 per right at any time until the earlier of December 16, 2011, or the 10th business day following the announcement that a 15% ownership position has been acquired.
NN, Inc. manufactures and supplies high precision metal bearing components, industrial plastic and rubber products and precision metal components to a variety of markets on a global basis. Headquartered in Johnson City, Tennessee, NN, Inc. has 14 manufacturing plants in the United States, Western Europe, Eastern Europe and China. NN, Inc. had sales of US $421 million in 2007.
This release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking information is provided by the Company pursuant to the safe harbor established under the Private Securities Litigation Reform Act of 1995 and should be evaluated in the context of these factors. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “assumptions”, “target”, “guidance”, “outlook”, “plans”, “projection”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “potential” or “continue” (or the negative or other derivatives of each of these terms) or similar terminology. The forward-looking information and statements are or may be based on a series of projections and estimates and involve risks and uncertainties. These risks and uncertainties include, but are not limited to: whether a person or group acquires 15% or more of the Company’s outstanding common stock or commences a tender offer, whether the Company is acquired in a merger or other business combination transaction after a person has acquired 15% or more of the Company’s outstanding common stock, whether the rights are redeemed by the Company, general economic conditions and economic conditions in the industrial sector, inventory levels, regulatory compliance costs and the Company's ability to manage these costs, start-up costs for new operations, debt reduction, competitive influences, risks that current customers will commence or increase captive production, risks of capacity underutilization, quality issues, availability and price of raw materials, currency and other risks associated with international trade, the Company’s dependence on certain major customers, the successful implementation of the global growth plan including development of new products and consummation of potential acquisitions and other risk factors and cautionary statements listed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on 10-K for the fiscal year ended December 31, 2007. The Company will not update any forward-looking statements in this press release to reflect future events.
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