Univest Corporation of Pennsylvania Adopts Shareholder Rights Plan
SOUDERTON, Pa., - October
6, 2011 - The Board of Directors of Univest Corporation of
Pennsylvania (NASDAQ: UVSP) (the "Company"), a full service
financial institution with 135 years of experience in delivering
financial solutions including personal and business banking, online
banking, residential mortgages, insurance products, investments and
wealth advisory solutions, today adopted a Shareholder Rights Plan
designed to protect shareholders from abusive takeover tactics and
attempts to acquire control of the Company at an inadequate
price.
"This is a proactive step we have
taken to protect the best interests of the Company and our
shareholders, and not a decision made in response to any effort to
acquire control of the Company," said William S. Aichele, chairman,
president and chief executive officer of Univest Corporation.
"Despite the challenges in the economy and unprecedented changes to
the financial industry which have undoubtedly impacted earnings and
stock performance, we believe our future is bright and remain
committed to operating the business to ensure a fair profit is
provided for the Corporation and our shareholders long-term."
The Plan, similar to plans adopted
by over 1,000 public companies, provides for the issuance of a
right to purchase one unit of preferred stock for each outstanding
share of common stock. The rights will not be currently exercisable
or transferable, and no separate certificates evidencing the rights
will be distributed unless certain specified events occur. The
rights will attach to shares of the Company's common stock
outstanding on October 10, 2011, and will expire on September 30,
2021.
Each right will initially entitle
shareholders to buy one unit of a newly authorized series of junior
participating preferred stock at an exercise price of $70 per
share. If a person, group, or other entity becomes the beneficial
owner of, or announces a tender offer for, 15.0% or more of the
Company's common stock, the rights separate from the common stock,
and if not redeemed by the Company's Board of Directors within a 10
day period of time, become exercisable.
After the rights become
exercisable, under certain circumstances, the rights (other than
rights held by a 15.0% or more beneficial owner) will entitle the
holder to purchase either the Company's preferred stock (or common
stock or other substitute securities) or the common stock of the
potential acquirer, at a substantially reduced price.
The Company will generally be
entitled to redeem rights at $0.001 per right at any time until the
tenth business day following public announcement that a 15.0%
position has been acquired. At any time prior to the date that the
rights have become non-redeemable, the Board can extend the
redemption period. The Company can also exchange the rights for
shares of preferred stock or other securities, under certain
circumstances.
Materials summarizing the plan are
scheduled to be mailed to all shareholders and filed with the
Securities and Exchange Commission in a Form 8-K.
About Univest Corporation
Headquartered in Souderton, Pa., Univest Corporation of
Pennsylvania (www.univest.net) and its subsidiaries serve the
financial needs of residents, businesses, and nonprofit
organizations in Bucks, Chester, Montgomery and Lehigh counties.
For more information on Univest Corporation of Pennsylvania and its
subsidiaries, please visit www.univest.net.
This press release may contain
forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. Actual results and trends could
differ materially from those set forth in such statements due to
various factors. Such factors include the possibility that
increased demand or prices for the Company's financial services and
products may not occur, changing economic and competitive
conditions, technological developments, and other risks and
uncertainties, including those detailed in the company's filings
with the Securities and Exchange Commission.