The adoption of the rights agreement should enable all Williams shareholders to realize the full potential value of their investment in the company and protect the interests of the company and its shareholders by reducing the likelihood that a person or group will acquire control of Williams through the accumulation of openness or other tactics (especially in recent volatile markets), without paying an appropriate control premium. Williams` board of directors noted that, given the coronavirus and recent market events, the closing price of Williams common stock has since yesterday been 50% lower than a month ago. In addition, the Preferential Subscription Right Agreement gives the Board of Directors time to make informed decisions that are in the best long-term interest of Williams and its shareholders and does not prevent Williams` Board of Directors from considering an offer that is fair and in the best interests of Williams shareholders. Passive investors in Williams, i.e. persons holding shares of Williams common shares without any plan or intention to change or influence williams` control (including Schedule 13G filers), are exempt from the rights agreement. “Fluor`s end-market diversification strategy and abundant liquidity enable the company to deliver long-term value to its shareholders,” said Alan Boeckmann, Executive Chairman of Fluor. “This temporary rights agreement will protect shareholders from efforts to capitalize on recent market volatility in the wake of the COVID-19 pandemic.” Where a person or group acquires 10% of the outstanding common shares of the enterprise, any right entitles the holder of the company (with the exception of that person or its members) to purchase a number of common shares of the enterprise with a market value greater than twice that price for $50.00. In addition, at any time after a person or group has acquired 10% of the outstanding common shares of the company (unless that person or group acquires 50% or more), the board of directors of the company may exchange one share of the common shares of the company for any outstanding rights (except for rights held by that person or group that would have become void). A “flip-over” allows shareholders to acquire the shares of the acquirer at a reduced rate after the merger. For example, a shareholder may obtain the right to purchase the shares of its purchaser at a rate of two to one in subsequent mergers. The rights are intended to ensure that all shareholders of the company will be treated fairly and equally in the event of a proposed acquisition of the company and protect against abusive tactics to take control of the company without paying a premium to all Fluor shareholders for such control.
The rights must enable all shareholders of the company to realize the long-term value of their interest in the company. The rights will not prevent an acquisition, but will encourage anyone wishing to acquire the undertaking to negotiate with the Commission before attempting to acquire it. The dividend distribution will take place on April 10, 2020, payable to shareholders on that day and is not taxable. The rights expire on December 31, 2020, unless the rights are exchanged or exchanged earlier. Toxic pills have seen a resurgence of popularity in 2020 in the wake of the global coronavirus pandemic. When stock prices collapsed due to the pandemic, different companies turned to shareholders` plans to defend themselves against opportunistic takeovers. In March 2020, 10 companies took new toxic pills and set a new record.  As a general rule, rights are only exercised when a person or group acquires 10% (or 20% in the case of passive investors entitled to report its assets in accordance with Schedule 13G) or more of the outstanding common shares of AAR.
In the event that the rights can be exercised, any right entitles the shareholders (with the exception of the acquiring person or group whose rights become null and void and cannot be exercised) one thousandth of one share of a new Junior Preferred Share of Series A at an exercise price of $100.00. . . .