Business
Spok Holdings Announces it is Conducting a Strategic Alternatives Review
Company’s Ongoing Review was Prompted by Several Recent Indications of Interest in Acquiring the Company Spok Adopts Limited-Duration Shareholder Rights Plan
About this update from Spok Holdings, Inc.
[{"type":"text","content":"\nCompany’s Ongoing Review was Prompted by Several Recent Indications of Interest in Acquiring the Company\n\nSpok Adopts Limited-Duration Shareholder Rights Plan to Protect its Ongoing Process\n\n ALEXANDRIA, Va.--(BUSINESS WIRE)--\n\nSpok Holdings, Inc. (NASDAQ: SPOK) (the “Company”), a global leader in healthcare communications, today announced its Board of Directors (the “Board” or the “Spok Board”), 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.\n\nSpok’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. (“Acacia”). The Board will invite Acacia to participate in the ongoing strategic review process on equal footing with other interested parties.\n\nAfter market hours on September 2, 2021, the Board unanimously approved the adoption of a limited-duration shareholder rights plan (the “Rights Plan”) and declared a distribution of one right (“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.\n\nThe 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.\n\n“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...