LOOK LIKE A TAKEOVER NEW$
4H 30 PM
HAWTHORNE, Calif.--(BUSINESS WIRE)--July 31, 2000--OSI Systems Inc. (Nasdaq:OSIS - news), a worldwide provider of security solutions, pressure-sensitive electronic subsystems and fiber-optic components, today announced that its board of directors has declared a dividend distribution of one preferred share purchase right on each outstanding share of its common stock.
Deepak Chopra, chairman and chief executive officer of OSI Systems, stated: ``The rights are designed to assure that all of OSI Systems' shareholders receive fair and equal treatment in the event of any proposed takeover of the company and to guard against abusive tactics to gain control of OSI Systems without paying all shareholders a premium for that control. The rights are not being adopted in response to any specific takeover threat.''
The rights are intended to enable all of OSI Systems' shareholders to realize the long-term value of their investment in the company. The rights will not prevent a takeover, but should encourage anyone seeking to acquire the company to negotiate with the board prior to attempting a takeover.
The rights will be exercisable only if a person or group acquires 20 percent or more of OSI Systems' common stock or announces a tender offer, the consummation of which would result in ownership by a person or group of 20 percent or more of the common stock. Each right will entitle shareholders to buy one one-thousandth of a share of a new series of participating preferred stock at an exercise price of $100.
If a person or group acquires 20 percent or more of OSI Systems' outstanding common stock, each right will entitle its holder (other than such person or members of such group) to purchase, at the right's then-current exercise price, a number of the company's common shares having a market value of twice such price.
In addition, if OSI Systems is acquired in a merger or other business-combination transaction after a person has acquired 20 percent or more of the company's outstanding common stock, each right will entitle its holder to purchase, at the right's then-current exercise price, a number of the acquiring company's common shares having a market value of twice such price. The acquiring person will not be entitled to exercise these rights.
Prior to the acquisition by a person or group of beneficial ownership of 20 percent or more of the company's common stock, the rights are redeemable for $.001 per right at the option of the board of directors.
The board of directors is also authorized to reduce the 20 percent thresholds referred to above to not less than 10 percent.
The dividend distribution will be made on Aug. 17, 2000, payable to stockholders of record on that date, and is not taxable to stockholders. The rights will expire on July 31, 2010.
About OSI Systems
OSI Systems is a worldwide manufacturer and seller of X-ray inspection and metal-detection systems under the trade names Rapiscan(TM), Metor(TM) and Secure(TM). OSI Systems also sells complete life-science applications systems, including X-ray and ultrasound products for detecting osteoporosis under the trade names UltraSure(TM) and DexaCare(TM).
In addition, OSI Systems designs, manufactures and sells optical and pressure-sensitive electronics systems and subsystems worldwide through its global network of sales and manufacturing facilities in Singapore, Malaysia, Norway, Finland, the United Kingdom and the United States.
OSI Systems' customers include many of the leading Fortune 1000 companies. OSI Systems' products are used in a broad range of applications in the security, medical, fiber-optics, communications, aerospace, oil-exploration and automotive industries