Accendra Health Announces Adoption of Tax Asset Preservation Plan To Protect Long Term Shareholder Value
Accendra Health, Inc. (NYSE: ACH) (the Company) announced today that its Board of Directors adopted a Section 382 Rights Agreement (the “Tax Asset Preservation Plan”) designed to protect long-term shareholder value by facilitating the Company’s ability to preserve its net operating loss carryforwards (“NOLs”) and certain other tax attributes.
A company generally experiences an ownership change if the percentage of the value of its stock owned by certain “5-percent shareholders,” as such term is defined in Section 382 of the Code, increases by more than 50 percentage points over a rolling three-year period. The Tax Asset Preservation Plan is intended to reduce the likelihood of such an “ownership change” under Section 382 of the Code by deterring any person or group from acquiring beneficial ownership of 4.9% or more of the Company’s outstanding common stock.
The Tax Asset Preservation Plan is similar to those adopted by numerous other public companies with significant NOLs. The Tax Asset Preservation Plan is not designed to prevent any action that the Board of Directors determines to be in the best interest of the Company, and will help to ensure that the Board of Directors remains in the best position to discharge its fiduciary duties.
