Business
Kaltura, Inc. Adopts a Limited Duration Stockholder Rights Plan
NEW YORK, Aug. 08, 2022 (GLOBE NEWSWIRE) -- The Board of Directors of Kaltura, Inc. (NASDAQ: KLTR) (the “Company”) announced today that it has adopted a
About this update from Kaltura, Inc.
[{"type":"text","content":"NEW YORK, Aug. 08, 2022 (GLOBE NEWSWIRE) -- The Board of Directors of Kaltura, Inc. (NASDAQ: KLTR) (the “Company”) announced today that it has adopted a limited duration stockholder rights plan. The Company has become aware of the rapid accumulation of a significant amount of the common stock of the Company by K1 Investment Management, LLC, financial sponsor to the Company’s competitor Panopto, Inc., and Panopto’s unsolicited public letter indicating an interest in acquiring the Company, as disclosed in a Schedule 13D filed on July 28, 2022. The Board of Directors believes that the rights plan will help promote the fair and equal treatment of all stockholders of the Company and ensure that the Board remains in the best position to discharge its fiduciary duties to the Company and its stockholders. The rights plan will guard against open market accumulations and other coercive tactics, aimed at gaining control of the Company and adversely impacting the market in the Company’s common stock without paying all stockholders a full control premium for their shares. Under the plan, one preferred stock purchase right will be distributed for each share of common stock held by stockholders of record on August 22, 2022. Under certain circumstances, each right will entitle stockholders to buy one one-thousandth of a share of newly-created Series A Junior Participating Preferred Stock of the Company at an exercise price of $13.00. The Company’s Board of Directors will be entitled to redeem the rights at $0.01 per right at any time before a person or group has acquired 10% (20% in the case of a passive institutional investor) or more of the outstanding common stock. The rights will expire on August 6, 2023, subject to the Company’s right to extend such date, unless earlier redeemed or exchanged by the Company or terminated. Subject to limited exceptions, if a person or group acquires 10% (20% in the case of a passive institutional investor) or more of the Company’s common stock (including shares that are synthetically owned pursuant to derivative transactions or ownership of derivative securities) or announces a tender offer and the consummation of that offer results in such ownership (we refer to such a person or group as an “acquiring person”), each right will entitle its holder to purchase, at the right’s then-current exercise price, a num...