ALEXANDRIA, Va.–(BUSINESS WIRE)–Spok Holdings a global leader in healthcare communications, today announced its Board of Directors, with the assistance of financial and legal advisors, recently initiated a review of the Company’s strategic alternatives to evaluate potential transactions, including a sale of the Company, and other actions that would maximize value for shareholders.
Spok’s strategic review process has been ongoing for several weeks, following the receipt of multiple private expressions of interest in acquiring all or part of the Company. The Company determined to announce its review process to provide full transparency to all interested parties, including the Company’s shareholders, in light of the public expression of interest in acquiring Spok, and the rapid accumulation of more than 5% of Spok’s outstanding stock, by Acacia Research Corporation and its partner, Starboard Value L.P. The Board will invite Acacia to participate in the ongoing strategic review process on equal footing with other interested parties.
After market hours on September 2, 2021, the Board unanimously approved the adoption of a limited-duration shareholder rights plan and declared a distribution of one right for each outstanding share of common stock. The Rights Plan is effective immediately and will expire on August 31, 2022, unless earlier terminated pursuant to the Rights Plan. The record date for the Rights distribution is September 17, 2021.
The Rights Plan has been adopted in order to ensure the Board can conduct an orderly review of strategic alternatives. The Rights Plan will not preclude the Spok Board from considering an offer that is fair and in the best interests of Spok shareholders.
“Spok’s Board is dedicated to maximizing value for all our shareholders,” said Royce Yudkoff, Chairman of the Spok Board. “Our goal in disclosing our ongoing strategic alternatives review and adopting the Rights Plan is to ensure that all interested parties have the opportunity to participate fairly and to provide the Board time to make an informed decision in the best interests of Spok’s shareholders.”
The Rights will be exercisable only if, following the time of this announcement, a person or group (each, an “acquiring person”) acquires beneficial ownership (including certain synthetic equity positions created by derivative securities) of 10% (or 20% in the case of passive institutional investors) or more of Spok’s outstanding common stock. In that case, each holder of a Right (other than the acquiring person, whose Rights will become void and will not be exercisable) will be entitled to purchase, at the then-current exercise price, additional shares of Spok’s common stock at a 50% discount. Any shareholders with beneficial ownership of Spok’s outstanding common stock above the applicable threshold as of the time of this announcement are grandfathered at their current ownership levels but are not permitted to increase their ownership without triggering the Rights Plan. The Rights Plan provides several important shareholder-friendly features, including an ability for shareholders to call a special meeting for purposes of exempting a “qualifying offer.”
A copy of the Rights Plan and a summary of its terms will be filed on a Form 8-K with the Securities and Exchange Commission.
There can be no assurance that the strategic alternatives review process will lead to a transaction or the sale of all or part of the Company. At this time, Spok shareholders are not required to take any action.
About Spok
Spok a wholly owned subsidiary of Spok Holdings, headquartered in Alexandria, Virginia, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Go and Spok Care Connect platforms to enhance workflows for clinicians and support administrative compliance. Our customers send over 100 million messages each month through their Spok solutions. When seconds count and patients’ lives are at stake, Spok enables smarter, faster clinical communication. For more information, visit spok.com or follow @spoktweets on Twitter.