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VIB Corp. adopts rights plan

September 10, 2001

VIB Corp. (Nasdaq: VIBC) has announced its board of directors has adopted a rights plan designed to protect the company's shareholders in the event of any proposed takeover action.

The rights plan is designed to assure all shareholders of VIB Corp. receive fair and equal treatment in the event of any proposed takeover of the company and to guard against partial tender offers, squeeze-outs and other tactics to gain control of the company without majority stake in the company, but should encourage such person or persons to negotiate in advance with the board of directors, acting on behalf of all shareholders.

Adoption of rights plans are common practice utilized by public companies, including several bank holding companies, to protect their shareholders' interests.

Terms of the rights plan provide for a distribution of one right for each outstanding share of VIB Corp. common stock held by shareholders of record at the close of business Aug. 31. Each right entitles the holder to buy 1/1,000 of a share of the company's preferred stock for $40. Each preferred interest (1/1,000 of a share of preferred stock) has dividend, voting and liquidation preferences such that it is equivalent to a share of VIBC common stock.

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However, if an acquiring party accumulates 15 percent or more of VIB Corp.'s voting stock without the board's prior approval, each right enables its holder (other than the acquiring party) to purchase the preferred interest at 50 percent of the market price. Further, in the event the company is acquired in an unwanted merger or business combination, each right enables the holder to purchase shares of the acquiring entity at a similar discount.

Under certain circumstances, the rights may be exchanged for common stock of the company. The board may, in its sole discretion, redeem the rights at any time prior to such acquisitions for 1 cent per right. The rights expired Aug. 14.

"At this time, we are not aware of any effort to acquire control of VIB Corp.," said Dennis Kern, president and chief executive officer. "Our board of directors, however, believes the rights plan serves as a reasonable means of safeguarding the interests of all shareholders, providing a more measured time frame and process in which to consider an unsolicited bid for VIBC.

The plan is designed to protect the company and its shareholders against unfair takeover tactics that could deprive shareholders from realizing the full value of their investments in the company. Further, details of the plan are outlined in a letter that will be mailed to all shareholders of the company at the time of rights distribution."

Last month, VIB Corp. reported net income increased 16 percent for the second quarter ending June 30 to $2.3 million, or 18 cents per diluted share, compared to $2 million, or 16 cents per diluted share, for the like quarter of 2000. Total assets reached $1.1 billion at June 30, while net loans grew 8 percent to $820.9 million and deposits were up 3 percent to $895.4 million. Book value was $6.04 per share at June 30. On Aug. 14, VIB Corp.'s stock closed the trading day at $11.10.

VIB Corp. (www.vibcorp.com) is a bank holding company providing financial services in California, Nevada and Arizona.

Valley Independent Bank is headquartered in El Centro and has 17 branches in Imperial, Riverside and San Diego counties, Fresno and Las Vegas, as well as business loan centers in California and Nevada. It operates three branches doing business as Bank of Stockdale in Bakersfield and five branches doing business as Kings River State Bank in Reedley, Dinuba, Hanford, Visalia and Selma.

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